SPIDER-BOY: Civil War
by Blitzkrieger
Summary: Civil War, the superheroes are at each others throats over the death of hundreds by a super powered battle gone wrong, as the world Adrian knows and loves is being torn apart. Adrian will struggle with his own demons about what's right and what's wrong. Will he fight for Iron Man's Registration Act or for Captain America's Resistance, as Spider-Boys life will be changed forever.
1. Worse Birthday Ever

STARK TOWERS

LIVING QUARTERS OF

THE PARKER FAMILY

 **I'll never forget this day, it's the day everything changed**

"Happy Birthday Adrian!" Everyone yelled as Mary Jane brought out the cake, Adrian was sitting at the head of the Parker apartment with one of the stupid pointed hats on. He was wearing a blue fantastic 4 shirt with a set of shorts. Around the table where his friends and some of their parents. Franklin Richards and the Fantastic 4, the Powers kids secretly known as Power Pack, but their parents didn't know. Also a few of Adrian's school friends who didn't know about his adventuring as Spider-boy.

 **I wanted to keep my Birthday small, just the family, along with my friends. Dad said we'd go to a Spider-Boy Birthday party later, or something… to bad for what was about to happen.**

As Adrian blew out the candles all the parents clapped, as Jack Power stuck a finger in the cake to take a piece of frosting

 **My birthday no less, it been about a week since we moved into Star Towers. After one of dads school friends turned into Molten Man and burned down Aunt Mays house. (See Amazing Spider-Man #519)**

Everyone clapped or celebrated before they all started to cut cake, "So what you wish for?" Katie Powers asked Adrian, "Katie, that's not how it works." Franklin added "You can't tell anybody your wish." The Fantastic Four kid pointed out.

"Alright everyone, lets cut this cake." Mary Jane said handing out plates to everyone, as Aunt May cut the cake. "You'll love this Adrian, it's the same cake I've made Peter since he was just a baby." Aunt May said as she handed Adrian the first piece of cake. "Hey Jack get the TV on, New Warriors should be on right now." Adrian said over to Jack Powers, who was already holding the remote "Way ahead of you." He said as everyone got their cake and sat around the living room to eat and watch TV. All of the parents hung back and at their cake around the table "So what you get Adria, Johnny?" Peter asked Johnny as Reed spoke with the Power kids parents, and Sue and Mary Jane talked. "My old playboy collection." Johnny said "Please tell me you didn't?" Peter asked.

 **Still not as cool as the Iron Spider suit Iron Man said he was making for me, can't wait to see it, he made my dad one so it figures I'd get one... eventually.**

Johnny snickered "Relax, none of them are collectables." He said.

Back with the kids, the TV was just starting to show the New Warriors TV shows theme song intro, the screen opened up with the New Warriors already fightimg some supervillains "This time on New Warriors, the team is going head to head with all timers from Stamford Conneticut." The announcer said "Whoa is that Speedfreek?" Franklin said as Speedball tackled him out a window, Namora and Night Thrasher were both fighting a woman in what looked like pajamas holding ninja weapons "Is that Coldheart?" Alex asked as he ate some of his cake "Can't tell without her costume?" Adrian said as Namora punched the ninaj woman.

The camera instantly changed to show one of the villians running he had white hair wearing a purple and black suit "Whoa, is that Nitro?" Jack nearly yelled "Whoa he's a tough one." Adrian said as they saw Namora fly over in the air and tackle Nitro right into a school bus next in front of a school. The Camera zoomed in on the two, Namora grabbed him "On your feet Nitro, and don't bather trying any of your exploding tricks." Namora drew back a fist ready to strike when Nitro snickered "Oh baby, don't you even know…" Adrian's eyes got wide as Nitros started to glow, "You're playing with the big boys now."

Nitro exploded into a fire ball of energy making the entire screen go to static as the signal was lost. Everyone in the entire room froze as some dropped their cakes as they all looked stunned.

 **Worst birthday ever.**

LATER THAT NIGHT

 **It didn't take long for everyone to clear out, the Powers went home first, followed by the Fantastic Four who went straight for Stamford, Dad and Mary Jane agreed to leave Franklin with us which was better than nothing…. But all I could think is what had happened to the New Warriors.**

Adrian was sitting in his rooms windowsill, Franklin was laying on a sleeping bed fast asleep with the TV playing cartoons. Adrian was wearing his pajamas which where just some boxers and a red shirt that had the double Daredevil D's.

 **Zach, Dwayne, Namorita Robbie, what were you guys thinking…**

He looked back at Franklin, and got up.

 **I need some air.**

Eventually Adrian was high over the roof tops of New York City in full Spider-Boy gear, he looked down at the city below looking for something anything to take his mind of it. But the city that never sleeps was still, quiet like a ocean before the storm. He landed on top of a building looking out across the city skyline.

"Penny for your thoughts son?" Spider-Boy looked back and sighed to see Captain America "Oh… hey Cap." Adrian loosened up seeing Captain America in full red, white and blue. He had his shield over his shoulder and sat down next to Spider-Boy who had taken his father and his signature crouched position. "It just like before." Captain America said as he looked down at the city. "What is?" Adrian asked him.

"December 7th, 1941… the day-" "They day Pearl Harbor was attacked." Spider-Boy said interrupting him Captain America looked over at him "Surprised you knew that?" Captain America said smirking "I had a history test last week, so no biggy." The walled web crawler replied. A long silence followed the two "Cap… what did you mean when you said like before?"

The old soldier sighed "Our country is on edge like before, but Pearl Harbor is what united us this… this is what could divide us." Cap explained.

Up above they could both see the Shield Hellicarrier flying overhead, "Shields been going to get more funding, and more jurisdiction by next Friday." Captain America said "Isn't that a good thing, Shields always been there for us?" Spider-Boy said.

"I'd like to think that, but that could change.." Captain America got up from his seat and started to leave "The Avengers are calling a meeting soon, son, with the X-Men, Fantastic Four and anyone else who thinks they have an idea on how to handle this." Adrian got up too before he asked "Cap…?"

Captain America froze and didn't turn around "You were in Stamford today what happened… what happened to the New Warriors?" Adrian asked.

"I'm sorry Adrian… there gone."

THE NEXT DAY

Adrian was sitting in class at school he and Jack Powers and Franklin where sitting next to each other, "Did he really say that?" Jack whispered to Adrian who nodded "Yeah, apparently everyone is going to be at Stark Towers soon, talking it over." Adrian said back to him in a hushed voice as the bell rang for recess. Both boys got up and headed out, "Uncle Johnny told me my Dad and Mr. Stark were talking all night last night after they got back from Stamford." Franklin said as they walked out of the schools main building into the recess yard. "If the grown ups are all talking where does that leave us?" Franklin asked Adrian as they three boys occupied a corner away from earshot. "Whats your dad saying about it?" Jack asked "Well I really haven't aske-" "He Richards!" all the boys looked to see a bunch of 6th graders heading toward them. "Heard your families going to get arrested for blowing up a bunch of kids." One of them said as Jack and Adrian got between them and Franklin "The Fantastic Four didn't have anything to do with it booger brain." Jack hissed at them "Yeah it was those dumb fucking New Warriors." Adrian felt his hand clench into a fist as he heard them spit on the graves of his friends.

"They weren't trying to kill anyone, they were trying to catch crooks." Adrian said up to the lead one, the 6th grader was much taller than Adrian, "Yeah well all they did was go and kill over 600 people last I heard, won't be long till the government go after Richards family and kill them-." "GRAAA!" Franklin rushed past both Adrian and Jack and tackled the 6th grader to the ground and started to beat him senseless with both hands. Soon both boys and the sixth graders where in an all out brawl.

After the school yard rumble, Adrian, Jack, and Franklin where being walked out of the school by their parents. Adrian had a black eye and Jack a cut lip, but Franklin seemed to have gotten the worst. Not physical but emotional, his uncle Johnny Storm had come to get him. He was wearing his full blue Fantastic Fours suit heading straight toward one of the Fantasticars. Franklin gave Adrian one last look before getting in "I can't believe you got kicked out of school for fighting." Mary Jane said as they walked back to Stark Towers. "You didn't hear what they were saying, they kept telling Franklin hi parents would be arrested and that-" "Adrian listen!" Mary Jane snapped.

"Your dad has enough on his plate as is." MJ replied "After Stamford Tony and Reed both came to see him personally, I don't know what but he hasn't said a word about it."

Adrian looked surprised "… Where is he?" Adrian asked her.

"What?" MJ asked, "Where's dad?" he asked. Before she could answer Adrian took of across the street dodging traffic making Mary Jane scream after him "ADRIAN!"

He ran into an alley and tore off his civilan clothes wit his Spider-Suit underneath it, he reached into his pocket putting on his mask and swining off before Mary Jane could follow.

 **Have to talk to him, have to find dad he'll know what to do, he always does.**

After an hour of swinging Adrian landed on top of one of the buildings out of breath, he had looked from queens to Bronx in search of his father. "Where are you…" he grumbled "MJ's worried about you?" Spider-Boy looked back to see his Dad swinging up behind him, he was decked out in the Iron Spider suit, "There you are!" Spider-Boy said holding his arms up "I've been looking all over for you?" Spider-Boy added looking up at Spider-Man.

 **He's wearing the suit Ironman gave him, why.**

"I know…" Spider-Man said next to him, Peter crossed his arms "What did Iron man and Mr. Fantastic have to say?"

"They said the Government will pass a Super-Human registration act, it means we'll all have to sign up for the Government or go to jail." Spider-Man replied "But that's insane, all we've ever done is help people."

Spider-Man shook his head "The Public doesn't see it that way." He explained "They don't see anything dad, don't they even know that we lost people too, Speedball, Microbe, Namora, Night Thrasher… they were our friends!" Spider-Boy yelled at his dad "Four compared to six hundred isn't enough." Spider-Man said down to his son. "So where does that leave us?" Arian asked Peter. "Ironman and Reed told me that our best option is to work with the government, to try and give the people someone they can trust." Spider-Man said "What about Captain America?" Adrian asked "Captain America said he we need to keep our masks, our secrets are important and that if we work for the government than the politicans will tell us whose right and whose wrong."

"What about you?" Spider-Boy asked, "I'll do whatever I have to, to protect our family, now lets go home."

 **Things didn't get any easier after Stamford, Johnny Storm was mobbed outside a night club, a hacker released information about former New Warrior who were attacked in public. People have been protesting outside the White House and Congress for days.**

Adrian was sitting inside his room watching TV, he was watching a news broadcast showing the She-Hulk, Jennifer Walters on TV "A ban on super heroes?" she asked the host "Well in a world with thousands of super-villans that's obviously impossible Larry." Adrian watched She-Hulk cross her arms "But training them up and making them carry badges? Yes, I'd say that sounds like a reasonable response."

 **But who hands out the badges?**

He changed the channel to another one in mid broadcast, "-Like Speedball for example." The man speaking had a short mustache, suit and bald head "Nobody lieks to speak ill of the dead, but here was a boy who by all accounts couldn't even name the President of the United States." He held up both hands as he hyporictally spoke bad about the dead "Their powers can be a as awesome as nuclear weapon bill, Shouldn't they be tested before they're allowed to work in our communities"

 **I guess that makes sense, but you can't hold everyone accountable to what a psychopath did.**

The channel changed again to a man with brown hair, glasses a goatee with a portly body "—Human torch, the latest in a series of attacks on New York Super-Community. More at eleven, plus the growing pressure on the President." Adrian gripped the remote even tighter "—The people of Stamford ask: What are his proposals for Superhero Reform?"

Adrian crushed the remote as he turned off the TV and sat back down on the bed, he heard a knock on the door "Adrian are you in here?" It was Aunt May, "I'm here Aunt May?" Adrian said leaping over to the door and opening it to see Aunt May, right next to Tony Stark. "Hello Adrian, good to see you again." Tony was wearing a dark black suit with a matching Tie. "Uh… hi Mr. Stark." Adrian said stepping back. "Mrs. Parker, I was hoping to speak with Adrian alone for a moment."

"Oh, of course." Aunt May said leaving, Stark walked into the room seeing all of Adrians posters of superheroes. He was particular interested in the one of the New Warriors. "To bad about the Warriors." Iron Man said walking up to them, he noticed it was signed too and pressed his hand on Speedballs signature "Why is it everyone keeps blaming them, it was Nitro." Adrian said crossing his arms "Nirto did explode, but Speedball, Robbie attacked them and provoked him." Tony said turning around, "What do you want?" Adrian asked, "I finished your Iron Spider suit, its just like your dads, I even added a full armored mask." Tony said not answering his question.

Adrian didn't even seem that interested, "Why-are-you-here?" the boy asked again. "I'm sure your dad has already told you about the Superhero Registration Act coming up." Stark said down to the boy "He might of mentioned it?" Adrian said as he looked away sitting on the bed.

"It means anyone with powers or high tech like me has to register with the Federal Government, we'd be helping people through the law." Tony said as he sat down on the bed next to him "And if we don't?" Adrian asked him.

Tony was silent for a second "Those who don't will be arrested, but the point is the age limit." Tony said putting his hand on Adrians shoulder "The youngest you can be to be actually deployed to warzones is sixteen." Adrian got off the bed pushing Starks hand away "So what, I'm eleven."

"So what?" Stark said standing up "So what is that whether you like it or not Adrian, you're the poster child for every kid who wants to be a Superhero, you Power Pack, even Franklin Richards all the kids with powers think they can be superheroes because of you." Tony said changing his tone and giving Adrian a hard glare "I need your help Adrian, you and your dads, when the time comes." He said "I'm not asking you as Tony Stark, I'm asking you as Ironman to help save the world." Adrians eyes got wide as Tony headed to the door "Just think on what I said." As he opened the door Mary Jane was standing there.

"Mrs. Parker." Tony said as he shut the door "What are you doing here Tony?" she asked arms crossed "I was speaking with Adrian, hopefully Peter will talk with him soon." Stark said walking past MJ. "Stark?"

Tony looked back at her "Yes Mary Jane?" he asked "You and Peter can talk all you want, but you stay the hell away from Adrian." Tony was silent as he reached the door of the unit, "I hope I can."

Mary Jane looked back at Adrian's door and opened it "Adrian?" she asked as she suddenly felt the rush of a draft coming from one of the windows. She saw it was wide open and next to it was a bunch of Adrian's clothes. She walked up to the window and looked out it to see a mile away was Spider-Boy swinging off "Be safe." She whispered.

Far from her up above the city that never sleeps Adrian yelled out "GOD DAMMINT!" He screamed as he landed on top of a building, trying to clear his head.

 **Why is everything changing, why is everyone arguing…. I can't deal with this.**

He started to pull his hair when he suddenly heard police sirens, he saw them speeding down the streets at full blast.

 **Okay, something I can deal with.**

He followed the cop cars down two blocks and around the corner to see a burning building, the walls of which randomly exploded rushing out of with a bank bag was a man in a dark black suit with yellowish orange stripes running up to the head and down his back "Constrictor?" Adrian said swinging on to the nearest light pole "Oh come on, just the spider brat, that's insulting!" Constrictor yelled up at Spider-Boy who cocked is brow under his mask "As insulting as your breath?" Spider-Boy said swinging over him.

 **Oh come on, that was lame, my heads not in the game.**

Spider-Boy felt his second sense surge as Constrictor dropped the bank bag and held up both his arms shooting out his adminatium coils. Spider-Boy dodged "So kid, hows it feel knowing you super jack offs days are numbered!?" Constrictor said as Spider-Boy swung back around and tried to kick the supervillian "I'm more surprised you stole wolverines gimmick, metal stuf coming out of my hands, reall original." Spider-Boy said flipping over him and smashing his foot into the crooks arm as he blocked sending the Supervillian right into a wall. It didn't keep him down for long Constrictor tore out of the wall and shot both his coils at Spider-Boy who barely dodged "Well I know one thing brat." He said through his coils using them like whips.

"Once the feds are done with you, they'll come for Supervillians-" Adrian dodged another coil but the next one was too close and hit him right in the side of his left hip "Gyaah!" Adrian yelped as he stumbled to the ground holding his side which was already starting to bleed "I might as well help them out already." Constrictor said shooting both his coils right at the boy. When a flesh of red white and blue appeared in front of Adrian.

KSHANK-

Both of Constrictors coils ricocheted right off the metal shield of Captain America who had appeared almost out of thin air. He didn't hesitate throwing his shield right into Constrictors face knocking him out cold before it returned to his hand "Nice work son, Constrictors been on a spree ever since Stamford." Cap said extending his hand down to the kid before noticing the wound "You need first aid."

"I'm fine." Spider-Boy said webbing up the wound the white webbing bleeding a red a bit before settling "FREEZE!" both Superheroes looked to the direction of the shouting to see about a dozen cops all guns trained on them "Uh guys, bad guys over there." Spider-Boy said pointing to the unconscious constrictor. "I said freeze Kid!" one of the cops said "Weapons down gentlemen, the crisis has passed." Captain America said holding his hands up and getting between the cop and Spider-Boy. "You first Captain." The cop said as the super soldier hardened his glance at the cop before finally the cop lowered his gun. "Let's go son."

 **Captain America told me how everyone was reacting to the possibility of the Superhuman Registration Act becoming law. The public heroes as Captain America referred to them like Ironman, the Fantastic Four, even Ms. Marvel were willing to support it. But the street heroes like Daredevil, Luke Cage. Cap even brought up how it could affect my dad.**

Adrian and Captain America where sitting on top of the same building they had spoken on the night before "Don't see why your worried Cap, your already deputized?" Adrian said banging on the back of Cap where his shield was. "Not the point, this would undo decades old tradition of the superhero community." Captain America said "Not only that once we start unmasking Heroes than we start arresting anyone with an opposing view." Cap said as they ate their hot dogs. "Anyway, how is your dad taking it, son?" Adrian shrugged as he laid back down on the side of the building "He's been distant, said he'd do whatever he can to protect us."

"Sounds like Peter-" "Mr. Stark came to see me today." Spider-Boy said interrupting Captain America "What he say?" Cap asked.

"He said he wants my help, he told me about the Act and how kids like me are causing it." Spider-Boy said both hands behind his head as he looked up at the clouds "You think the Act will pass?" he asked Captain Rogers.

The super soldier sighed "Its going to pass, than go into-affect midnight the following day after" "What!" Spider-Boy said shooting up and looking at him "So what does that mean, whats going to happen to us all?" he asked him as a shadow was cast over the whole city. Both of them looked up to see the SHIELD Hellicarrier fly over them blotting out the sun "I'm about to find out, Shields new Director Hill wants to meet with me about the Act, meanwhile Tony and Reed have gotten everyone he can at the Baxter Building your dad included." Captain America said while from the airship a quinjet flew down towards them and hovered right over the building in front of Captain America with the doors opened to the jet where two Shield Agents were waiting. "Wish me luck son." Captain America said before getting on and flying up to the airship.

"Good luck." It was more of a whisper than a wish.

Adrian looked over the city skyline at the Baxter building glistening in the sun.

 **What do I do…. What can I do?**


	2. The Death of a Dream

**You ever heard the expression, when shit hits the fan, well in this case the shit is Captain America and the fan is S. H. I. E. L. D., the fan lost.**

Adrian was swinging around the NYC early in the morning. He swung past a TV store that was playing a broadcast "Captain America has not been seen for two weeks, ever since the official bill passed by congress known as the superhuman Registration Act, by midnight all Superheroes will have to register with the government." Adrian kept swinging till he landed onto the top of the building.

 **Midnight huh, and then the secret identities are goodbye, well if this is the last call... whatever that means, I'll make it a good one.**

Spider-Boy put on his mask and ran off the building before swinging down into the city below. It didn't take long for Adrian to find what he was looking for, some action. He saw a group of burglars, three of them running out of a store with ski masks and pistols holding a platique bag of money. "Up here morons." Adrian yelled swinging right into the first one kicking him with both feet. The other two fired at him but he dodged easily webbing up their guns. He shot another web at the second one holding the money and through him into the third one before webbing them to the ground. The first one who he had kicked started to get up and recover, he raised his gun and Adrian dodged the second the bullets where fired before spinning around and round house kicking him in the head out cold.

He webbed him to the ground and looked back at the store owner coming out. Adrian shot a web at the bag of money and whipped it to the owner before swinging off as the store owner yelled something.

 **I didn't even hear what the man said, probably about how all superheroes killed those people in Stamford.**

The webboy ran across a buildings wall while swinging as he started to go on his anti-crime spree. He stopped a mugging after the robbery, followed by a high speed chase, even caught the Trapper from making off with some jewels.

Later, the prince of New York heroes had stopped what appeared to be a group of Hydra wannabees wearing green hoodies and masks with yellow H's on them. As cops pulled up to take them away, Spider-Boy kept his distance. He was about to swing away when he overheard one of their walkie talkies. "We have a giant robot attacking 31st and stanten, superheroes on scene- be adv-" Spider-Boy shot a web out of his hand and swung straight toward the directions of the robot. As soon as he was above the buildings he could see a Doombot by the looks of it terrorizing lower manhattan.

 **Doombot? What the heck is a doombot doing in New York?**

He swung toward the bot when he saw a blur of force tackled the giant metal monster to the ground. When he arrived he looked down to see some other superheroes. It was Ironman, Mr. Fantastic, Ms. Marvel, She-Hulk, Tigra, Doc Samson and Yellowjacket. He looked down to see Iron man standing on top of the giant robot like a conquering hero. "Take it easy folks." Ironman said to a crowd of onlookers "The doombots down." Mr. Fantastic stretched up to give a high five to She-Hulk as the crowd cheered. Ironman walked over to the doombot to pull Ms. Marvel out of the hole she had made "Hear that?" he asked "That's the sound of people starting to believe in super heroes again." Tony said under his armor.

She-Hulk glanced back at him "Will we still technically be super heroes after all this, Tony?" She-Hulk asked "Won't we just be S. H. I. E. L. D. agents when we're all on the federal payroll?" The green goddess asked as Tony looked her way "No." he said bluntly "We're super heroes Jennifer."

"We tackle super-crime and we save people's lives." He explained as Spider-Boy eavesdropped above "The only thing changing is the kids, the amateurs and the sociopaths are getting weeded out." Iron Man said as Spider-Boy gripped his gloves tight, suddenly Tigra appeared "What category does Captain America fall into Iron Man?" she asked him as everyone looked at Tony "He's wrong this time Tigra, trust me."

 **Leave it to the man with the biggest ego to think the man who saved his life a thousand times is wrong.**

Spider-Boys spider sense flared as he started to turn away, he looked down below at the doombot and noticed that Doc Samson, was holding one of the doombots eyes.

Spider-Boy swung down right at the Avengers, Iron Man was the first to notice him "Spider-Boy, glad I caught you before-" "OUT OF THE WAY." Spider-Boy yelled swinging past Iron Man and shooting a web at Doc Samsons trophy. He webbed up the eyeball and flung it up into the air like firing a sling shot before it exploded almost a mile above the city. All the heroes looked at the boy as he sighed "Uh… nice going kid." She-Hulk said as Spider-Boy looked over his shoulder "… Last thing we need is more of us dead."

Raising up his webbed hand he shot a web out to the nearest building "Wait Ad- Spider-Boy." Iron Man said, "ugh..What?" Spider-Boy asked not really interested.

"Have you spoken with Spider-Man, at all today?" he asked "Left my phone at home… sorry." Spider-Boy said smugly before swinging away from the heroes.

"Tony what did you mean if he had spoken to Spider-Man today?" Ms. Marvel asked him "Something I hope is easier said than done." Iron Man sighed.

Adrian swung up onto the rooftops, scanning the city. It didn't take long for him to find trouble, "STOP, THIEF!" a woman yelled as Adrian saw a purse snatcher was running down the street before Adrian landed on top of him and took the purse back "You know you… crap I had something for this." He said as the woman who owned the purse came up "Here you go ma'am." Adrian said tossing the purse back to the woman "Oh god its one of you super heroes." She said as she tossed it "Yeah your welco-" "STAY AWAY FROM ME." The woman screamed reaching into the purse to find a bottle of pepper spray. Spider-Boys webbed hands shot up in surrender as he backed away "Whoa whoa easy." The boy said leaping backwards ontop of a buss stop sign "Geez, don't tell me even New York is against us too." He said before swinging off.

He landed on top of another building remembering her words and how afraid she was of him, "Penny for your thoughts."

 **Cap?**

Spider-Boy turned around to see Iron Spider-Man, his dad was wearing the Iron Spider suit Iron Man had built for him a while ago. "What are you wearing?" Spider-Boy asked him "My suit, I heard Tony made you one too why aren't you wearing it?" Spider-Man asked him "Cause I'm Spider-Boy, not Iron Boy… but I guess that's you now."

Spider-Mans expression was hidden by his mask "Tony said you were upset over this." Spider-Man said trying to talk to his son "Yeah well that tends to happen when you start hanging wanted posters of our friends." Spider-Boy said as Spider-Boy shook his head "It's not that simple." Spidey said reaching for his sons shoulder but stopping "Look I thought I'd have a better way to say this, I think the registration act is a good thing."

"What!" Spider-Boy yelled shocked "Tony explained to me, Reed too they say for now, our identities will be confidential only accesable to the highest people in government like Tony and Reed, but..." Spider-Man said getting closer to him but Adrian stepped back away from his dad "But what?"

"But after the registration you won't be going out with me anymore, at least until your sixteen." Spider-man explained "Why are you doing this?" Spider-Boy asked him "I'm doing this for us Adrian, for MJ, Aunt May, Tony is right we can't do the masks anymore, people are afraid of us."

Adrian shook his head "No, there scared cause people like Iron Man are telling them to be scared, that we're no better than the people who killed the New Warriors, Cap says if we all register than the politicians will tell us who the bad guys are, and-" "Captain America is a criminal now, Tony and Reed are two of the smartest guys on the planet and they say this is the best option and I agree."

Spider-Boy looked up at his father "You coward." Spider-Boy ran toward the edge of the building as his dad called out after him "WAIT-STOP!" Spider-Man yelled after "I HATE YOU!" Spider-Boy yelled swinging away from hm.

Spider-Boy was able to do a few other small deeds, stop a store robbery by webbing the robbers legs and gun together. Got a cat out of a tree, but only a few small crimes, eventually Adrian found himself in Harlem as the sun was setting.

 **Wonder how Mr. Cage is feeling about this? I mean he's been public since day one, I think.**

He swung around a block corner to see coming out of the Cage residence was none other than Iron Man and Ms. Marvel.

 **What are they doing here?**

Spider-Boy wondered as he hid behind a building corner, they flee off as soon as they were outside building giving the boy his chance. Spider-Boy swung around the corner to the apartment window of the Cage residence. He peeked inside to see Luke Cage and his wife Jessica Jones Cage. Luke was sitting in an arm rest as his wife held their baby Danielle. Spider-Boy tapped on the glass and both the new Yorkers looked up to see him. Cage said something to his wife through the glass that Adrian couldn't here but than came over and opened the window. "Hey Mr. Cage." Spider-Boy said sitting out on the fire escape "Hey kid… thought you'd be at home?" Luke asked him poking his head out leaning on the windowsill "Hard to share a building with Starks Ego."

"Don't be to hard on him… even if he is wrong, you can't ever blame a man for doing what he believes is right." Luke said, "Does that mean your going to register?" Spider-Boy asked "No chance in hell." Luke said, "I spent way to long making my neighborhood a safe place, I didn't do it for a paycheck, for a flag, or for anyone who thinks otherwise… what about your old man?"

Spider-Boy slouched on the railing "We talked earlier today, he says he supports registration but I don't know if he'll sign up or just hang up his mask he says I can't do it anymore be Spider-Boy, this the first time we talked… we haven't even talked since it happened."

"Since wha-" Cage asked before stopping himself "Oh you mean Stamford." Cage said as he climbed out onto the windowsill to sit next to Spider-Boy "How you holding up, I knew you and the New Warriors were close?" Spider-Boy shook his head "It wasn't their fault…" he stammered fighting back tears "I know kid." Luke said putting his hand on his shoulder Adrian was able to keep himself together "I won't sugar coat it kid, you need to get home cause the second that clock strikes midnight… all hell will break loose." Cage said Spider-Boy "What will you do?" Adrian asked him pealing off his mask.

Cage got quiet "I'm going to raise my kid right and do what I think is right." He said looking back at his wife Jessica and their baby "What I know is right, I'm going to join Cap he's already got a plan in motion." Cage said to the boy.

This got Adrians attention "So Cap is really going to fight back?" Adrian asked him "No, not how you think we aren't going to go blow up any buildings we're going to stay heroes and fight the good fight." Luke said to him "Sounds like him." Spider-Boy said getting up "Get home safe kid." Luke said as Adrian put his mask back on shooting a web out "Stark Towers isn't a home, it's a prison." He said swinging out of Harlem.

 **Didn't know that day would be the last time I'd see my dad in a long time.**

STARK TOWRS

PARKER RESIDENTS

Adrian swung into his room taking his mask off, the rooms lights where off and it was just like he left it. He looked over at his autographed New Warriors poster "I'm so sorry you guys." He said walking up to it looking at all the pictures of his dead friends Speedball, Microbe, Debrii, Night Thrasher, Namora and so on "Mayb… maybe if I had been their my spider sense would have picked up Nitro and-" Adrian cut himself off "Maybe none of this would have happened."

He heard a knock on his door "Adrian are you home?" it was the voice of Mary Jane "Yeah." Adrian replied as she opened the door. The red head took out a sigh of relief "Thank god." She said walking into the room "Is dad back?" Adrian asked quickly "He was here, but he's out looking for you." Mary Jane said as she took out her phone "What so he can force me to sign up for Superhero boy scouts?" Adrian said in disgust. "So is that what Tony wanted?" Mary Jane asked him "What?"

"Oh yeah, said he wanted me to help with the kids, like I'm some sort of Shirley Temple." Mary Jane put her phone down "Figures, but Tony is one of the smartest people on the planet Adrian, it doesn't ever hurt to just listen to him."

"I listened." Adrian said sitting down on his bed "All I heard was a load of shit-" "Adrian!" Mary Jane snapped at his language "It is." Adrian said looking up at her "People are saying Caps a criminal, Captain America is going to fight against the American government doesn't that sound like this is wrong."

Mary Jane hesitant to answer "Peter just wants whats best for you, we all do, even Tony- especially Tony he treats us like family." Mary Jane said as Adrian rolled his eyes "Tonys like a lot of other heroes, he lost his parents he lost everything, he doesn't want us to go through that." "Yeah a few billion dollars and his own weapons company must have made that so hard." Adrian said sarcastically. "The point is Tony is like a father to Peter and-" "And what a grandpa to me, and we need to just bow down to whatever old Tony wants." Adrian spat nearly yelling "Iron Man has his own head shoved up so far his own butt that he's going to eat his own crap. This stupid law has nothing to do with safety, its all about taking control of us superheroes and turning us into living weapons."

"Adrian the law only effects adults, you'll-" "Have to stop being Spider-Boy I know, dad told me but…" Adrian got quite "If I'm not Spider-Boy… what am I?"

Mary Jane saw he was upset and put her hand on his head "Your our son." Adrian was silent "I'm only his son." Mary Janes eyes filled up with hurt as she got up and walked out of the room.

THE NEXT DAY

HOSPITAL

 **I didn't sleep at all that night after Mary Jane did, I didn't even eat dinner. Aunt May tried to talk to me but I just wanted to be alone. Dad never came home last night, when I asked I already knew the answer. He was with Stark heading to Washington. After I got some sleep, when I did I slept the whole afternoon away even missed school. At least MJ didn't make me go, she didn't even say anything to me so I decided I'd go to the hospital with Franklin and his sister.**

Adrian was walking through a hospital with Franklin and Valeria Richards. Franklin was sporting his blue Fantastic 4½ shirt, jeans and some white shoes. Valeria had on a long sleeved brown shirt and shorts with her blonde hair combed back. Adrian was wearing a grey zip up hoodie and jeans wearing his spider-suit underneath. Everyone in the hospital was looking not at them but at their adult escort, behind them was Benn Grimm aka the Thing. "How's Johnny?" Adrian asked Franklin "Mommy told me he was awake." Franklin said "Don't you worry about your Uncle Johnny." The Thing said behind Franklin "He may not be stone like me but he's tough."

"I heard SHIELD attacked Mr. Cages home last night." Valeria asked Grimm "Sorry to say it's true kid." The Thing said to her "But don't worry, Cage's wife and baby girl weren't there."

"Where'd they go?" Franklin asked "Canada most likely just for vacation, and things calm down." Thing said back to him "What if it doesn't?" Adrian asked "What happens when somebody takes it too far." Adrian said making The Thing look at him speechless.

Later, they walked into hospital room with two cops guarding it, inside was Susan Storm wearing her blue uniform and Johnny Storm laying in a bed "Hey gang." Johnny said hooked up to medical machinery. He had bandages over his nose, right cheek and another set wrapped around his head over his left eye, he spoke weakly and was sinking into his pillow. "Uncle Johnny!" Franklin and Valeria yelled running up to the bed with Susan smiling "Thanks for bringing them Ben." Susan said walking up to the Thing before looking down to see Adrian "Adrian what are you-" "I came to see how Johnny was doing." Adrian said up to her "Oh, I just thought you'd be home Reed told me that your dad was-" she cut herself off not wanting to talk to it "Well we're glad you're here." Susan said smiling.

 **From what Franklin told me on the drive over, Franks parents where fighting not like shouting but they weren't talking to one another, Mr. Fantastic hadn't even come to visit Johnny once.**

"That Parker Jr. over their." Johnny said as he sat up a bit, Adrian walked over to him and leaned on the hospital bed railing "How you feeling?" Adrian asked the Human Torch.

"Been better, but my face doesn't look nearly as bad as yours junior?" Johnny said smiling at him through the painkillers "So I've been out of the loop, hows your old man been?"

Franklin and Valerie giggled "Uncle Johnny Spider-Man is about your age." Valerie said as Adrian frowned "What is it jr.?" Grimm asked "Dads with Iron Man on this, he's in Washington with him right now for something but it looks like my dads going to register."

"I'm sure he has his reasons." Sue said quietly arms crossed thinking of something else "Reasons smeasons." Johnny said getting Adrians attention "Tony and Reed treat Peter like he's their personnel lab assistant." Johnny said as he smiled at the son of the man they where talking about "Peters just as smart as them but he never uses it, But I'm sure in the long run that web head will be on the right side of things."

Adrian than asked "What side are you on?" Sue and Johnny exchanged nervous glances "Hey, Jr. why don't we go get some of those pudding cups they have in their food court." The Thing said to Adrian picking him up by the scruff of his jacket and out of the room. "Sorry about that." Mr. Grimm said as he put Adrian down "Yeah what gives?" Adrian asked walking next to the Thing as they headed to the hospitals cafeteria "Just things are different over at the Baxter building, ever since Johnny got put in here Reed hasn't come to visit him once."

"Let me guess." Adrian said as they got their pudding of a table "He's right up there with Iron Man on their ivory tower." The Thing nodded as he picked up a couple more for his giant hand "Yeah, both of'em Sue barely has time to see the kids so I've been keeping them company, and to be honest its good that you came along to see Franklin and Valerie they miss you." They walked past an open window showing that the sun was starting to set "What about you Mr. Grimm, what are you going to do?" Adrian asked "No idea, but Reed wants me to at least go talk to Jennifer and The Pyms to talk about it tonight short stuff, this stupid law looks like its going to tear our little family apart."

"I know the feeling." Adrian said to himself as they walked back to the room Johnny was staying in with the others. "We brought pudding." Ben said handing out cups to the two kids and to Johnny "Honestly this is the only good thing about being in here." Johnny said as he and the kids had theirs but Sue didn't take it she was to busy watching the hospital rooms television. On it was a woman in front of a large press conference "Tony Stark, aka Iron Man is preparing to give a statement today about the successful launch of the Super Human Registration Act, meanwhile reports have come in that costumed vigilantes across the country have been arrested, with others like Jennifer Walters aka the She-Hulk, Dr. Hank Pym knowns Yellowjacket and many more signing up for the act." Both The Thing and Adrian looked at the TV "You know I thought Jenn wouldn't go for it, but of course Pym goes for it."

Adrian ate his pudding quietly before asking "They attacked Luke Cage last night."

"I heard, good thing his little girl and wife got out, heard they went up to Canada." Grimm said "Yeah, I wonder-" "Excuse us?" both heads turned to see two Shield Agents standing in the doorway, both of them where dressed in their black uniforms with white boots and gloves both wearing sunglasses "What's the gestapo doing in a hospital?" Ben said to both of them "We're here to escort Mr. Parkers son back to Stark Towers, Mr. Stark asked thath is safety be of the highest importance." The Shield Agents asked "Kids fine." Benn said getting between Adrian and the Shield Agents "Please Mr. Grimm we're only following orders, we have no interest in you or your family… yet."

Sue turned from the TV and said "Yet?" she asked as she held her hand up forming an telekentic shield around her first "It's okay." Adrian said walking around the Thing "What?" Ben asked him "I'll be fine." Adrian said as he walked toward the Shield Agents "Just take care of them." He said winking at the Thing.

Eventually they made it down to a black car in front of the hospital as the Shield Agents walked in front and behind Adrian, one was speaking into his ear piece "Yes Mr. Stark we have him, no kid gave us no trouble I don't see what the big deal is?" Adrian checked over his shoulder seeing the one behind him was distracted before bolting away from the car.

"Crap stop him!" they yelled seeing him run. Adrian ran through the crowded streets of New York heading straight for the nearest alley way leaping onto the nearest wall and running up it as the two Shield Agents came running around "Dammit where he'd go?" they asked.

 **Morons**

Adrian undid his jacket and pants so he was wearing nothing but his spider suit. He slipped his web shooters under his wrists and shot a web out to the nearest building after he put on his domino spider mask.

The sun had finally set and the whole city was lit up.

 **Ok, so far nothing to serious has happened, yeah a few got arrested but I'm sure Captain America will figure something out, who knows Iron Man and Captain America have been friends for years they could work this out soon enough.**

Adrian swung around fifth avenue toward Times Square as he hoped for a better outcome.

Plus my dad could be in Washington right now to talk to Iron Man, maybe he convinced him to try and come up with a better solution, yeah that's right he said as he swung around Time Square to see the big jumbotron to see Iron Man on TV, but it was just Tony Stark I na suit he was standing next to a woman with brown hair in grey with light skin like Tonys "Ladies and Gentlemen, I'm sure I don't have to introduce you to Mrs. Mriam Sharpe." Tony said as he introduced her "Mrs. Sharpe, you may recall, lost her son in the Stamford incident and Kick-Started my passion for the federal employment of all Super Heroes." Iron Man said as cameras flashed on him all the way in DC. Adrian kept his eyes on the screen as he swung.

"Likewise, I'm pretty sure Spider-Man needs no introduction…" Stark said as Spider-Man swung out wearing his red and blue original suit.

Oh good, he's not wearing that stupid iron monkey suit, maybe he's changed is mind maybe he changed Starks mind?

Adrian landed on a building edge and watched the jumbotron and noticed he wasn't the only one all of Times Square ahd stopped to watch it as Spider-Man took the podium "Um, as most of you probably know. I've uh, guarded my secret identity pretty carefully over the years, and it's only after a long talk with my wife and family that I've decided to take the following step."

Talk what talk, we barely talked in the past week?

"See, the registration act gives us a choice: we can continue the trend that Captain America advocates and have people with powers completely unchecked." Spider-Man said as everyone in the world watched.

"Or super heroes can go legitimate and earn back a little public trust." No doubt Aunt May and Mary Jane where watching.

 **Oh god…**

Spider-Boy watched as his dad reached up to his mask "I'm not wearing my old mask because I'm ashamed of what I do, I'm proud of who I am, and I'm here right now to prove it.."

 **Please don't…**

"My name is Peter Parker, and I've been Spider-Man since I was fifteen years old." Peter removed his mask for all the world to see and for Adrian to see "Any questions?" Peter asked

Meanwhile back in New York a certain Spider boy screamed "NOOOOOOOOOOOOOOOO!"


	3. A Cause for Carnage

PUBLIC ELEMENTARY SCHOOL 616

 **Dad was still in DC when I woke up, I debated on not coming to school today after what he did.**

"Whoa… he actually came to school." Adrian walked into class the next day with his backpack over his shoulders and everything walking in as the class room. Adrian sat down at his usual spot in Mrs. Bakers class and when he did every single set of eyes was looking at him. Adria had on his dark grey hoodie the one had worn when he first arrived in New York a year ago. He was wearing jeans too and sneakers with a red shirt under his hoodie. Under that he had on his Spider-Boy suit, his mask gloves, shoes and web shooters where in his back pack.

 **Dad had locked them away but he broke into the safe just before leaving for school.**

Speaking of which everyone kept starring but nobody said a word. "Uh... let's begin." Mrs. Baker said as she started to teach but everybody just kept starring

He looked over at the empty desk that belonged to Franklin who wasn't there.

 **Crap, really wish Franklin had been here could helped me get through the day. But with Johnny in the hospital still I guess it was a good idea that Franklin stay home. Well then again Reed and Tony are still cheering over how Caps gone underground.**

Later, Adrian was sitting at lunch, this time he was alone, nobody was even sitting close to him as he ate his lunch. Suddenly someone sat down across from him it was Jack Powers. "What are you doing?" Adrian asked him. Jack glared at Adrian "I'm having lunch with my friend." Jack said as he started to eat. Both felt the eyes of the entire cafeteria on them. "I can't believe they unmasked your dad." Jack said in a hushed voice so no one could hear "He chose to take it off Jack." Adrian said sticking his fork into his food squeezing it so hard the metal bent to fit his hand. "What about you guys, how's the rest of the pack taking it?" Adrian asked Jack.

"It's ridiculous." Jack said nearly snapping "Julie and Alex haven't stopped fighting and Katie... Katie hasn't gone a to sleep without crying her eyes out for weeks." Jack said sighing the last part. "I hear you." Adrian said, "Dad doesn't want me to go out on patrols with him anymore." Jack gaped "That's insane, I've seen you save his but a thousand times." Jack added as Adrian shook his head, "I'm supposed to see Iron ego after school today, wants me become his stupid poster boy for some superhero boot camp." Adrian said as he played with his food. "Are you going to go?" Jack asked, Adrian shrugged "I don't know Jack, everything's so confusing." Adrian said looking at his friend.

He put his fork down "Super heroes are being arrested, our friends, Captain America the one guy in the whole world he had never done wrong is now the FBIs most wanted, Johnny is in the hospital, everyone in a mask is fighting I overheard my dad and Tony talking about trying to get Luke Cage onboard now." Jack scratched the back of his head "And we're caught in the middle of it all, Alex keeps talking about him and Julie registering, I think... I think she's going to run away." Jack said leaning on the table and burying his head in his arms.

"This whole thing is tearing my family apart." Jack mumbled out of his sleeve as Adrian nodded as his spider sense flared "Mine to-"

 **NO!**

The wall to the cafeteria blew open and everyone screamed as Adrian grabbed Jack and shielded him from the blast. "What the-" Jack started to say as the dust cleared "Oh kid your family isn't the only thing that's going to be torn apart today." Both boys looked up to see the blood red alien symbionts covered Carnage standing before them. "Jack..." Adrian said tearing off his torn sweat shirt ripped up from the blast showing his Spider Suit "Run!"

STARK TOWERS

"We just had a blast in sector 34" one of Shields agents was at a monitor with Iron Man in the room and a few other of the federal avengers. Among them was Spider-Man "What happened?" Iron man asked walking over "Looks like a school bombing, public elementary school 616 elementary." The agent said as Spider-Man heard Adrian's schools name "Adrian..."

SCHOOL

Carnage pinned Adrian to one of the tables breaking it as the monster crushed him against it. "Now that all you little Superheroes are in public it's like Christmas." Carnage said as it drew back its clawed hand licking its fangs "And you're the figgy pudding." The cafeteria was clearing out with kids and teachers alike. Till the only two people in the room where Adrian and Carnage on top of him.

Adrian kicked Carnage in the gut with his chest sending the killer off him, leaping up Adrian grabbed piece of the table he was on and with his hands that stuck to everything smashed it into Carnage. His eyes darted around for his back pack that had his web shooters in them.

 **Web shooter web shooters need my-**

"KILL YOU!" Carnage shouted breaking out of the table and swiping his claws across Adrian's chest cutting him not deep enough to kill but still deep "GYA!" Adrian screamed feeling the claws cut flesh. "I'm going to enjoy eating you." Carnage said as Adrian tried to stop the blood from coming out. "EAT THIS!" Someone shouted as another table was flung right into Carnage again sending him to the other side of the cafeteria. Adrian looked to see Jack in his cloud form "Heads up." Jack said dropping Adrian's back pack down toward him. As Adrian tore it open taking of his web shooters he yelled at Jack "What are you doing here Jack, he's after me not you!?" Adrain said frantically as Jack took his solid form next to his friend.

"No way I'm not leaving you with this psycho." Jack barked back at his friend.

 **Jack I'm so sorry about this**

Adrian grabbed Jack by the shoulder "I know I can count on you, but so can your family so find them-" Adrain grubbed his friends shoulder as Carnage broke out of the table screeching his blood cry "-NOW" Adrian through Jack across the cafeteria toward an exit where other kids where running and hit into them.

 **Hopefully he won't go back into cloud mode around people, and for once I hope Alex finds his brother and he listens.**

Carnage was in a fury leaping at Adrian tearing away the last of his civilian clothes showing his Spider-Boy suit underneath but without the mask. The monster slashed his claws at Adrian whose spider like reflexes allowed him to dodge. He backflipped and side stepped to get out of the way. "Hold still so I can kill you!" Carnage howled cutting tables and benches to pieces that Adrian dodged on. When he saw an opening he shot his web shooters at Carnage and through him into the cafeteria kitchen line shattering the glass and breaking the metal.

Adrian tried to catch his breath but Carnage shot its own web like tentacle wrapping around his foot and dragging him into the kitchen with him.

 **No- think the symbiotes can't survive fire**

As he was drug inside toward Carnages claws and fangs Spider-Boy shot a web at the deep fryer still boiling with grease. He pulled it toward him as Carnage pounced toward him. As soon as he was close the grease flew from the traps right into Carnage making them instead scream in agony.

Across the school Jack was running through the chaos of the all the students evacuating. Suddenly someone grabbed his collar and pulled him out of the crowd. He instantly went into cloud mode "Back off!" He stopped when he saw it was he rest of Power Pack, Alex had both hands up and Julie was holding a frightened Katie. "Jack what's going on!?" Alex barked as Jack turned back into normal.

"Carnage!" Jack snapped to his older brother. Suddenly the wall of lockers behind them crashed open and both Adrian and Carnage came flying out. Carnage was screaming as his symbotic skin fell off in clumps . Adrain had both hands clenched in fists his wounds bleeding over him and the floor. Adrian yelled back as he charged Carnage kicking and punching as fast as he could as the two started to battle through the hallway. "Adrian!" Jack yelled about to rush to his aid "Jack no!" Alex said grabbing him with Katie "We have to help him." Jack cried as his brother and Sister restrained them as kids from the school and teachers tried to rush to the exits.

 **I can't hold back**

Carnage grabbed Adrian by the scruff of his suit and through him into another wall, right through it into a class room. Adrian landed on some desk before Carnage leapt through the whole in the wall and stabbed his razor sharp claws into the floor. Adrian leapt up to the ceiling before that could happen and shot off it into Carnage and started to pummel him with all the boys strength, and with his spider strength that was a lot of power behind each punch.

 **Carnage will kill me, it's him or me!**

His pummeling started to crumble the floor till the whole thing caved him sending them right into the schools library which was practically empty. They broke into one of the tall rows of bookshelves breaking the wood.

 **Don't think!**

Carnage slashed his claws up and Adrian barely dodged backing off. He shot a web out attaching himself to a wall before Carnage leapt up after him. The two zipped around the library fighting through the air, on the walls and on the ceilings.

 **Just fight!**

Outside the school almost every student and teacher had spilled into the street, with cop cars parked right outside the building and cops rushing into the building. "What are you guys doing, let me go, we have to go back and get Adrian" Jack yelled "We can't Jack, its too dangerous." Alex yelled at his brother "We have to help him!" Jack screamed when the library window broke open and Adrian was sent flying out the school into a school bus shattering the glass windows on it and denting the metal. He hit the concrete with a loud thud before he heard the blood curling screech of Carnage landing down across from him. Adrian got up and spat out some blood.

 **It's all a blur.**

Carnage and him charge one another throwing blows. Carnage grabbed Adrian by the neck and pinned him against the bus. Before drawing back his claws and following through, Adrian grabbed his wrist and pushed them to the side before webbing Carnages head and bringing him so close Adrian was able to head but him.

 **I forget everything I was taught about restraining myself.**

He broke free from Carnages grasp and slammed the symbiote into the bus before throwing three fists right into Carnages gut.

 **All I can do is punch harder, I can feel myself loosing blood fast, how long can I keep this up.**

Carnage leapt up to the top of the bus out of Adrians next fist as it dented the bus. Adrian followed him up and tackled him on top of the bus. That's when Carnage dug his teeth back into Adrians shoulder sinking his teeth in to the boy muscles. Adrain swung his left fist so hard it was followed by a loud CRACK of Carnages jaw shattering on impact, tearing his teeth away with a few bits of flesh and a trail of blood. Carnage staggered back "Hehe…. You taste delicious, I can't wait to-" "SHUT UP!" Adrian roared hitting him again with a right than another left "I'm so sick of all you supervillains blathering on in fights!" he yelled through each blow kicking Carnage off the bus into the streets.

Adrian leapt off the bus into the air shooting webs on each side of Carnages head before pulling himself down dropping his feet right into Carnages face burying him in the pavement, "Now you think just cause you know my secret identity- I'LL HOLD BACK." Adrian said as he got on top of Carnage and started to pummel him his blood and carnages starting to mix on the ground.

Carnage roared shooting his claws up into Adrians stomach impaling him on the claws, Adrian yelled as the entire school and pedestrians watched in horror.

As Carnage lifted Adrian in the air on his claws. All of the spectators watched in horror. Jack was speechless, Julie covered her mouth in horror, Alex shielded Katie from the scene as Carnage started to laugh. Adrian was fidgeting on the claws any movement was searing pian ""HEHEH… this is the best fight I've ever had…." Carnage coughed up through each spit of blood. Adrian through up blood onto Carnages face "Just wish your daddy was here to see it hahahahaha!" the echoing laugh rung through Adrians ears till he looked Carnage right in the eyes.

Carnage stopped laughing for a second when he saw Adrians eyes weren't filled with fear, but fury. Adrian drew back his fist and rammed it right into Carnages mouth shattering the monsters teeth and grabbing the murderers tongue, before ripping it out. Adrian wasn't done their he tossed the tongue aside and pressed his feet onto Carnages chest and grabbed hold of the whole armor. Adrian looked back at the Bus he was leaning on. "Well enjoy it." Adrian said as Carnage looked over at him. The Monsters white eyes got wide at what he saw as a shadow was cast over him "Cause it's your last!" Adrian said as everyone gasped. The Spider-boy had lifted up the entire yellow school bus over his head and proceeded to smash the bus right into Carnage crushing him underneath the weight of the engine, Carnage screamed as the bus sent him down into the earth muffling his screams. "I'VE-" Adrian lifted the bus up and Caranage shot out "HAD ENOUGH-" he said pounding it right into the monster over and over "OF THIS BULLSHIT!"

Adrian let go of the bus now towering in the middle of the street outside the school, he looked around at all his classmates and teachers. "Adrian!" Jack pushed out of the crowd of people, and ran up to him "Jack thought I told you too-" Adrian tried to get up but the blood was gushing out of him. He started to web up his wounds till Jack caught him before he fell. Jack caught him "Oh man, oh man, oh man, oh man your b-bleeding everwhere and-" before Jack could finish his sentence police cops pulled up with SHIELD swat team vans. "Run…" Adrian wheezed coughing up blood "I'll find you-COUGH" he vomited up a gallon of blood before shoving Jack off and shooting a bloody web out of his wrist swinging away.

As police cars and Shield black vans drove up and Shield Agents leapt out of the truck. Jack saw them and started to run "Jack- Jack where are you!?" Alex yelled as the SHIELD agents surrounded the school and police "Out of the way, out of the way." The cops and agents yelled pushing through the crowd "Alex where's Jack?" Julie yelled over at Alex

"I'm over here!" Jack yelled in a near alley, all three of his siblings ran over to him "Jack we need to get out of here." Alex yelled "Yeah you think I don't know that but first-" The three of them looked on horror to see Adrian bleeding all over Jack barely able to stand "Help." Jack begged.

POWERS RESIDENT

Adrian was lying on Jacks bed inside the Power residence. His wounds had been covered by his own webs. "Jack what are you doing!?" Alex yelled at his brother as Jack smashed Alex's phone against the floor before stomping on it "What am I doing, your about to call the guy who caused all this!" Jack yelled back at his brother "We need to call Mr. Stark." Alex yelled "He unmasked Spider-Man in front of the whole world, he painted a target right on Adrian's back for crying out loud."

Alex gritted his teeth "Dammit Jack look at him, he's bleeding out we can't just act like nothing's wrong."

"STOP IT!" Katie screamed finally her energy powers blasting right between Jack and Alex. Everyone looked at her "Why is everyone fighting! The grown ups are fighting why are we fighting?" Katie asked as she started to shake her head tearing us a bit "Katie I'm sorry..." Alex said to his little sister "Things are, complicated and-" Alex was cut off by Adrian suddenly coughing furiously spitting up a cup of blood onto Jacks bed. Adrian wiped his mouth "Crap that hurts..." he gasped as he sat up holding his webbed up wounds on his stomach. "Adrian stop!" Julie said forcing him back down on the bed "You need to just stay still." She said as he tried to push away "I'll be fine..." he said as he started to peel away the webs.

"But not if I keep bleeding like this.." he says adjusting himself. He looked up at Julie "I can heal in a few days, perks from my spider powers, but I won't be able to if I- COUGH ACK" Adrian turned away coughing out even more blood "Don't get this stitched up." He said squeezing the bed sheets as he bleed over them. He glanced at Alex who seemed to understand "Katie, Jack we need let Adrian rest." Alex said "What why!" Jacks yelled, "Jack go." Adrian said as Julie got up to follow them but Adrian grabbed her hand his blood making it warm and sticky. "Julie, I need you to sow me up."

Julie looked shocked "What I can't do that I'm not a doctor." She said teasing her hand away. "I know but it's just like sticking a hole in a sweater... please?" He asked begging her. As the color left his face.

Outside the room the other kids where sitting in the living room "I can't believe you want to call iron man, if we should call anyone it's Captain America!" Jack snapped at Alex restarting their argument "Captain America is a criminal Jack." Jacks jaw practically hit the floor. "WHAT! Alex you love Captain America you practically worship him."

"I was wrong Jack, Captain Americas a criminal now and he-" "Are you kidding me." Jack said taking his cloud form and getting right in Alex's face. They were cut off by a loud yell from the room Adrian was in but it was quickly silenced.

Suddenly their was a knock on the door Alex raised his hand and a gravity bubble appeared around Jack. "What are you-?" Jack asked as he was held off the floor in mid air. "I called Mr. Stark the second we got home Jack." Alex said walking over to the door "Alex you didn't!?" Jack screamed as Alex opened the door to show Iron Man, Ms. Marvel and Spider-Man "He's in our room, second one down the hall." Jack said "Adrian!" Spider-Man yelled running into the apartment.

Behind him rushed in two paramedics with white gloves and a medical bag as Iron Man and Ms. Marvel walked in "You did the right thing Alex." Iron Man said putting his hand on the boy's shoulder "TRAITOR!" Jack yelled at Alex still trapped in zero gravity "Your brother did the right thing Jack, he-" "NO!"

It came from Jacks room, everyone even Jack hurried to the room "My god." Ms. Marvel said seems Julie sitting on the floor her hands and shirt covered with blood and a large blood stain on Jacks bed with a trail of blood stained hand and foot prints leading toward the nearest window wide opened "So much blood... so much blood... so much blood." Julie said over and over both hands on each side of her face before taking off and looking at them her whole body shaking "Where is he, where's Adrian?" Spider-Man said grabbing the girl Julie screamed the second he touched her "WHERE!"

Ms. Marvel pushed by the others pulling him off "Peter she's in shock."

Julie started to calm down "Julie... Julie listen to me we need to find Adrian he needs medical attention and-" Ms. Marvel noticed the blood on Julie's hands "She tried to stitch him up." Ms. Marvel said putting it all together. "I tried I tried- so much blood so much blood." Julie said as one of the medics put a blanket around her trying to calm her down. "Julie I know this is a lot, but did Adrian say where he was going?" Iron Man asked kneeling down to her "I don't know we heard the door open I turned my head and he was gone." Julie said her whole body shaking.

"This is all my fault, it's all my fault, all my fault." Spider-Man said looking out the window. Iron Man walked over to him and put his hand on the mans shoulder "We'll find him Peter I swear we well, he couldn't have gotten far." Iron Man reached up and pressed a button on the side of his helmet "This is Stark, all available Agents run a sweep of my area within every mile, have paramedics on standby- you will not engage pursue Spider-Boy and contact us." Tony ordered.

"Is Adrian going to be okay?" Katie asked Ms. Marvel who looked down at the girl who was holding one of her stuffed toys "Of course Katie we just need to find him if you could-" "If your going to help him why is he running away?" She asked "He's just confused, he's scared, his wounded if you know anything Katie you need to tell us." Carol said crouching down in front of her.

Suddenly they heard a loud thud from the other room. Jack came running in with a bruised left hand "Don't tell them anything Katie their traitors!" Jack yelled around the corner "Stark unmasked Spider-Man in front of the whole world and caused all this he-" "Jack shut up-" Alex said tackling and holding him back "You did this! You ruined everything!" Jack yelled at the registered heroes, screaming at them "YOU RUINED EVERYTHING!"

Far from the Powers home shield aircrafts flooded the skies above as attack vans drove around with armored troops inside them. Spider-Boy crawled out of the shadows a bloody stitching on his stomach he had wrapped up with the remains of his costume. He shot a web out and swung around dripping blood down to the street hitting the windshield of a Shield Jeep. The driver looked up to to see the web wall crawler swinging above "Target found, the kids heading north." The vans spotlights started to light up the the night sky.

 **Can't keep swinging, I'm almost out of web fluid.**

A Shield gunship flew up behind and in front of Adrian as he landed on a wall running around it with the gunships close behind.

 **Going to pass out...**

His vision started to get blurry as he swung onto another building over an alley way before he lost his grip.

 **Can't hold on**

He started to fall down straight toward the city streets about to become a stain "Target is falling, I repeat target his falling." The airship pilots said as Adrian fell faster and faster till he saw a patch of pure darkness appear out of nowhere, the blackness was also wearing a cloak.


	4. The choice

STARK TOWERS

Iron Man was standing in front of a large monitor with a dozen different screens, "I want every available agent looking for Adrian Parker, he is our highest priority right now, and if you see Spider-Man do not pursue or even think about engaging or I'll have your badges." He said through his Iron Man suit, he had She-Hulk, Ms. Marvel, Yellowjacket, and a few other registrated heroes with him. He was standing in the middle of Star Towers Avenger section looking at all the screens across New York City. "Stark!' Iron Man turned around to see Shield Director Marie Hill walking up to him "What the hell do you think your doing?" she asked him "You got my people running around the city looking for a kid?" she asked him.

"He's more than just a kid right now." Tony said not turning around "If we can't look after one of our own peoples kid how can we look after this country." He said as he kept using the monitor "I've got every algorthim I can think of looking for areas Adrian might go, Reed said he'd let me know if even thinks that Adrian is in the Baxter Building, we've got eyes on the Parkers residence in the tower, and everywhere else." Iron Man said back to Hill "So if you don't mind, go do something important." Iron Man said back to her. Hill bit her lip but turned around and left the room.

Ms. Marvel walked over to the window and opened it "I'm going to see if I can get a birds eyed view, Adrian won't get far with the shape we think he's in." she said back to him "Hurry Carol, we need to find him cause lord knows Caps looking for him too, if he hasn't already found him, "And if you find Peter, tell me, I just need to talk to him let him know we're doing everything we can to find Adrian, everything."

Beep...

Beep...

Beep...

Beep...

Beep...

Beep...

Adrian's eyes peeled back to see a bright light overhead, he was on a medical bed covered with a white blanket. He was hooked up to some machines, a needle was in his left arm and had a tube up his nose. The room was small with a Red Cross on the metal walls and floor, with a window and metal door on the other side. looked at the cord on his arm it was blood, he looked up it to a blood sample it was type O and had a dark black Shield sticker on it. He noticed his suit was gone, it was lying on a metal operating table, it was right next to sole bloody medical instruments like scalpels and stitching thread. He moved his hand under the blanket to feel fresh wrapped bandages under a patients medical dress. He had bandages and patches all over his body even around his head and hair.

The door to the room suddenly opened and Adrian shut his eyes pretending he was still out cold.

"Damn, kid lost a lot of blood good thing we have spares." Someone said walking in Adrian thought he recognized the voice but it was hard to tell. "Yeah, whoever did the stitching on him did more damage than good." Another person said.

"I'll give the kid props, he's tougher than most men, I've seen a grown man squeal the second he saw his own blood." Adrian heard the first one say it was defiantly a man.

The heart monitor attached to Adrian started to race "What is it?" The man asked the second was a woman "Heart rate rising could be going into cardiac arrest."

Adrian's eyes shot open and he leapt out of the bed grabbing the medical machinery "He's awake!" Adrian through the machines right at whoever it was, the machines mashed through the window with Adrian following it. He grabbed both his web shooters slapping them on his wrist. He was in a metal hallway with Shield logos on the wall and the number 33 on it. Adrian started to run down it "KID WAIT!" He heard one of the people who he had attacked call out for him.

His spider sense started to flare as some people ran around the corner "Whoa!" they said seeing Adrian who tackled them, they were dressed colorfully like most superheroes. "Kids awake." One do the heroes said "Stop him-" Adrian punched whoever it was as hard as he could sending them across the hallway.

"Stand down son!" Someone grabbed his other hand, Adrian looked around to see Captain America with Luke Cage and Hercules behind him "Cap-" Adrian said seeing all of the heroes their was Falcon, Daredevil, Misty Knight with an ice pack on her head. He looked back to the floor to see who he had been fighting it was the Young Avengers; Hulkling, Wiccaan, Patriot, even the female Hawkeye. "How did I..." Adrian felt something warm and wet running down his stomach he looked down to see his wounds had opened back up and he was starting to bleed. "Crap Jane just got done stitching those." Cage said as Captain America caught Adrian as he fell.

"Linda, Jane get the medical room ready." Cap ordered "Kid trashed it." Cage said "and my head." Misty Knight said as Cap carried Adrian into another medical room.

The boy in question who was barely conscious "Cap- where am I?" He asked as Captain America put him on a bed "SHIELD safe house number thirty three, don't worry your safe son, just take it easy." Cap said a she started fall unconscious again. When cap put him in a medical bed two women both doctors came up to stitch the boy back up after putting an anthesis mask on his mouth so he could lay still. "Geez kids got a left hook like Cage." Hulking said holding his jaw. "He's supposedly half as strong as Spider-Man, makes you wonder if Spidey ever wet all out." Luke Cage said as Captain America looked down at the boy. Some of the heroes kept their eyes glued at the star spangled man who was silent his hand holding onto the railing of Adrian's medical bed before letting go to show Cap had practically crushed the railing. "This is exactly what I was afraid of." Cap said leaving the room "What?" Falcon asked him "The second Stark releases the names of us heroes it will be open season for monsters like Carnage." Cap said as they resistance headed down the hallways. "Yeah but wonder if anyone will try it after seeing what that boy did to that thing." Misty Knight said referring to Adrian's fight with Carnage.

"It won't be like that." Captain America told her as they returned to their command room. "Adrian's been fighting alongside us for over a year now, he's got more combat experience than most, his spider sense, his powers-" "But cap he's still just a boy?" Daredevil pointed out.

The Captain shot him a glare that could kill "That boy fought a monstrous psychopath Nick Fury considered to be on par as dangerous as the Red Skull and Dr. Doom."

Daredevil shut his mouth, as a silence fell over the room "Ok, so what do we do with him?" Misty asked.

"What?" Luke Cage asked shocked "Look I know we can't just throw him out on the street but he can't stay here." She said trying to explain "Stark will have all of Shield out looking for him, and if they track him here than the resistance is done Captain, we needs to move him some place safer."

Captain America scratched his chin, "Mistys right Adrian needs to be moved somewhere safe but after he's recovered and with a metabolism like Peter that won't be long."

LATER

Adrian opened his eyes to see Captain America sitting in front of him "How long was I out?" Adrian asked him. Cap was sitting in a chair turned backward leaning on the back rest his mask pulled off to show his full face.

"A few hours, gave us time to stitch you up." Cap said as Adrian felt his hand over some fresh bandages "Your insides were torn to pieces but you heal fast like your dad." The old soldier said next to him. "How'd you find me?" He asked Captain America.

"Cloak did, we saw what Carnage did on the news and I had my people put an ear to the ground for you." Cap said to him as Adrian adjusted himself a bit in the bed. "This was what I was afraid of, we start unmasking heroes than this will happen to people who won't stand a chance."

Adrian sat up looking like a mummy "So what happens now, you want me for super hero army like Iron Man." He asked him.

"…. We all have to make our choices Adrian" Captain Rogers said "I saw many boys enlist because they thought it was the right thing to do in World War Two, I spoke to vets who thought they were fighting for the right thing cause a politician said so." Cap said to Adrian "So what do I want you to do, rest, recover, and once your well enough to travel we're going to get you out of New York." Captain Rogers said "Than you can do whatever you think is right." Captain America said getting up and heading to the door "Cap?" Adrian asked him.

Captain Rogers looked back at Adrian, "Thanks."

Rogers left the room, with both Luke Cage guarding the door "How is he?" Cage asked "He's okay for now, just watch that door." Cap said pulling his mask over his face "Will do." Cage said giving him a playful salute.

Back inside the room, Adrian laid back on the bed and looked up at the ceiling, he noticed a small vent tight enough for him to squeeze through, he looked over at his web shooters and the remains of his spider gear.

 **Right thing huh… this is going to hurt**

Adrian got up and slipped of the bed, he took of the medical dress and started to put on the remains of his costume over his bandages any wounds that he opened he shot web fluids on the, to keep them shut tight. He grabbed his domino mask which was missing a lenses and fit it on his face "Where do you think your going?" the door had opened to show Luke Cage standing in the doorway "Theres something I have to do." Spider-Boy said, the lenseless part of his mask was covered by bandages "And whats that?"

Spider-Boy paused "Tell the truth."

LATER

Captain America and some of the other heroes walked up to Adrians room with Cage standing in front of the door "How is he?" Cap asked him "Gone." Luke replied "What!?" Daredevil asked behind Captain America "Cage explain, now." Captain America said holding back his anger "We can't keep him here Cap, that we agree, but kids got to do what he's got do do, who am I to tell him he can't."

"Where is he?" Captain America asked under his mask "Check the TV." Luke replied.

The avengers in hiding rushed into their monitor room, to turn on the screens to every television channel "That one." Captain Rogers said pointing to one of the news stations. To show Spider-Boy, Adrian was standing there in his torn up spider suit looking at the camera it looks like he just got there startling both new anchors "Sorry to interrupt, but I got to get this off my chest." He said as the anchors got away from the table. Across the city in Stark Towers the Shield avenger saw him on TV "All Shield agents converge on these quadrants, but not engage, I repeat do not engage, we're on our way." He said as Adrian continued to speak.

"Look, I'm no good at these kinda things." Adrian said taking off his Mask. "My named Adrian Parker, you might of figured that I'm Spider-Boy by now, Dad I'm sorry I can't just sit by anymore and let the grownups handle it that's not what you taught me." He said as everyone in New York and everyone in the country could have been watching.

The Powers were watching on their TV with their parents, Franklin, Valerie, Johnny Sue, and even Ben Grimm in the hospital where watching him."About ten hours ago my school was attacked by the super psycho Carnage, he knew who I was and how to find me because of the registration act."

"People like Iron Man and Mr. Fantastic will say I'm too young to understand what's going on, how I should let them decide." Adrian said as he looked into the camera "But that's not how I was raised, and not what I was taught, and just because their smart it doesn't make them right."

Even in Stark Towers at the parkers residence Mary Jane was on her phone "Peter, I know where he is, I know where Adrian is."

"In 2001 when 9/11 hit we let the government pass the Patriot Act, saying it was all for security and to protect freedom, and we gave up more freedom for it. That's what this whole registration thing feels like, and it was a tragedy what happened in Stanford, but the public should know we lost friends too. lost four of my friends that day and the world lost heroes, Microbe; Zachary Smith Jr. he was a mutant whose father disowned him it wasn't until Dwayne Taylor adopted him, took him in he was the man known as Night Thrasher, Namorita she's an Atlantean or she was, she was kicked out of her own family too because she wasn't fully Atlantean, but she was my friend lastly..." Adrian grew quite "Robbie Baldwin, Speedball." Adrian said "I've had to sit by and listen to people drag his name through the mud like he's a murderer, he made a mistake yes but he doesn't deserve to be blamed for all this the only people I blame right now are all of us."

"The second we start sacrificing our own freedom for security we're giving up everything to the people in power, and once they have that power they'll never want to give it up." Adrian said his tone changing "Yes I am just a kid, and yes I don't know what I'm talking about half the time but I know I don't wear the mask for fashion, and I know neither do any of the Heroes fighting for the Cap right now." Heroes and villains alike from across the country where watching this, even in the Baxter Building to Castle Doom.

"We wear the masks the same reason we fight for you, to protect you, with so many superheroes in the world your bound to know someone who risked his or her life to save and they did it in a mask." He added not done yet "Taking that away and replacing it with a badge won't bring back all those who died, it won't work."

In Captain Americas underground base the resistance was watching "It'll be whoever in charge will tell us whose bad and whose good, I'm not saying that the Government and Heroes shouldn't work together we have before but not like this, our country was founded on the principle that any man woman or child could follow their own destiny without fear of persecution. And now that principle is being challenged by fear and anger when people like Maria Hill, Tony Stark see an opportunity to enforce their way of thinking on the world."

Just outside the building he Avengers where entering into the building with a full squad of cape killers "I want that news feed cut." Iron Man barked as he made his way with She-Hulk, Yellowjacket, and Ms. Marvel where heading toward the news room. "Can't you do it in your helmet." Ms. Marvel "Kids jamming some how, why the hell did I teach him how to use my suit."

Back in the news room Adrian wasn't done "I'm not going to go join with Captain America, cause I won't fight my friends and hopefully not my family, because-" the camera Adrian was talking to suddenly exploded from an energy blast as standing in the doorway to the news room was Iron Man and his Avengers his chest cannon still smoking "That's enough out of you kid."

Adrian didn't even budge "Took you long enough." Adrian said as they walked in "Do you have any idea what you've done." Iron Man said to him "Yeah, I told the truth more than any of you can say."

"You don't understand." Ms. Marvel said "Cause I'm to young isn't it, I understand fine." Adrian said standing up to some of the mightiest heroes on the planet "Your the ones who don't understand, Tony has a multi-billion dollar corporation, both you and She-Hulk can bench press mountains, Tigra and Pym or whatever your calling yourself now has been public for longer than I've been alive." Adrian said standing, the movement opening his still healing wounds covered in web bandages. "Dammit enough if this!" Tony shouted under his armor "Your to young to understand any of this Adrian, your dad does that's why he went public he did it for you!" Ironman barked.

Adrian still didn't move "The only thing he's done is tear our family apart cause you talked him into it."

 **Spider sense is burning, he's going to shoot... can't dodge can barely stay conscious.**

"I've heard enough take him." Ironman said, "What?" She-Hulk said "Stark, he's a kid." Carol added.

"Dammit I'll do it myself... sorry kid you brought this one yourself" Iron man said blasting Adrian right in the chest sending him into the wall behind the desk.

Behind one of the cameras produced was yelling into the camera mans ear "Your getting this, tell me your getting this?"

The camera man nodded "The whole country is."

"Sorry it came to this Adrian, you left me no choice." Tony said walking around to him as Adrian struggled to stand "Back at you..." he whispered before leaping up and swinging his first right into Iron Mans helmet hitting him so hard Tony it cracked the armor making the man stagger a bit but broke Adrian's hand making him yell through his teeth. "Stand down, you can't win." Ironman said grabbing Adrian by the scruff of his shirt "T-that's why I called in a favor." Adrian said smiling.

CRACK-THOOM

Thunder exploded into the room as all heads looked to see a familiar face "All hell" Tigra said seeing who it was "First thee betrays Rogers a man who once called thee brother, then thy dishonors the dead by imprisoning his comrades, now ye fears the words of children and seeks to do the same to them." The Avengers and spider-boy looked to see Thor God of Thunder standing before them.

"Release thy Spiderling Stark." Thor said pointing his hammer at Tony and the Avengers "Thor wait let me explain-" lighting exploded from Thor's hammer blasting Ironman off of Adrian the Avengers where about to leap into action when Thor aimed there hammer at them "Hold, I do not seek to wage war with those I once called friends." Thor said walking over to Adrian and picking him up Carol walked over to them her hands in the air "Thor you don't understand just let us-" "I know why thee thinks your cause Just Carol Danvers." Thor said to her.

He held up his hammer "You seek to honor the dead, by dishonoring the living." Thor argued "And that I cannot abide." Thor held up his hammer and vanished in a bolt of lighting.

The so called Heroes were left speechless "Well crap, guess that means Thor isn't choosing a side." She-Hulk said as Carol walked over to Ironman and helped him up "Don't worry about Thor, worry about Pete- I mean Spider-Man when he finds out about this." Yellowjacket said correcting himself mid-sentence "Relax Hank, Petes public like us." Tigra said.

She-Hulk shook her head "Relax, when Peter finds out about this all hell will break loose." Jennifer said as Tony walked over "We're prepared for stuff like that, Peter is a reasonable man." Tony said She-Hulk glared at him "HE WAS TEN YEARS OLD TONY!" Jennifer screamed at him pointing a finger "11 actually he had a birthday a while ago." Ironman said "It doesn't matter, what's next we put Power Pack on trial, hunt down those kids in LA, arrest the hang the Young Avengers?" She asked Tony "Jennifer calm down." Carol urged getting i between Ironman and She-Hulk. "He made a public statement denouncing his father and us, and besides that's exactly what this is about kids blowing up buildings, the New Warriors weren't much older than Adrian what if it had been him in Stamford."

"And Peter how will you explained this to him?" Ms. Marvel asked him "Leave Peter to me." Ironman said "Yeah you do that." She-Hulk said walking to the door "You got one more thing to say Jen say it now?" Tony asked her "Spider-Mans going to tear you apart."

OTHER SIDE OF THE COUNTRY

"Thanks again Thor." Adrian said as the stood at some kind of balcony of a building. "'Twas nothing young Adrian, thee spoke truer words thine ear had never heard before." Thor said as Adrian had one some baggy clothes and a back pack. "I'm sorry I dragged you into this." Adrian said leaning on the balcony edge. "I-I I just didn't know what else to do, I can't join either side cause well I'd be fighting my friends."

Thor sighed "Aye young one, in war we never know what the right answers are… are you sure this is thy path you wish to pursue?" Thor asked "Yeah, I just need to get away from it all." Adrian said picking up his backpack "Varly, but what is this place to thee?" Thor asked him.

Adrian looked to see Los Angeles City California, he was standing in front of the Griffith Observatory "Home."

 _ **STAY TUNED, THE SECRETS OF ADRIANS PAST WILL SOON BE REVEALED IN THE FOLLOWING CHAPTERS**_


	5. Out of the Apple and into the Orange

CNN

"In the wake of the Superhuman Registration Act, and despite the arrest of multiplayer or illegal superheroes under Captain Americas resistance are still at large, however the most surprising event sparked from the act has been the words of an eleven year old boy." A woman wearing a brow suit with blonde hair and light skin was speaking into a camera an image of Adrian Parker appeared next to her face "Adrian Parker aka Spider-Boy the son of Peter Parker more commonly known as Spider-Man hijacked a news rooms feed and delivered an anti registration speech yet he did not endorse Captain Americas resistance." She added.

The image next to her changed to show Adrian fighting carnage "The day after Spider-Man unmasked himself in front of the world, the super villain serial killer Carnage attacked Adrian at school, please be advised the footage you are about to see is graphic." She replied as a recording of Adrian and Carnage fighting in the streets taking by a camera phone.

"A wave of anti registration activists responded to this attack when Tony Stark released dozen of names of secret identities across the country, with people accusing him of painting targets on hard working Americans who just know or are releated to the superheroes backs-"

FOX NEWS

"Sarah lets look at this kids upbringing." A large man with greying bald hair speaking to a woman "This kids been indoctrinated by the superhero community for god knows how long, as a child psychologist your insight is important?" he asked a red headed woman with a red sweater and metal necklace around her neck. She had big glasses on and was very old "We need to look at his upbringing, like you said Jim; he's grown up with some of the most powerful people in the world, who had to play a major influence in his life. In addition he-"

NIGHT SHOW

Jennifer Walters aka the She-Hulk was speaking to the same man she had been speaking to before registration "No Larry, I don't agree with you." She said arms crossed in a purple suit that complimented her green skin and hair "I know Peter Parker, I've known him for years and he is an excellent father, the fact that you would say anything else is insane."

"But Jen, look at what happened to his son-" "Carnage is a sociopath who has tried to kill Peter for years, so of course he would go after his son, but that's why Peter registered, like the rest of us so he could better protect his family." The talk show host wasn't impressed "Than what about him running away afterwards, the recordings show that kid was an inch from dying." Jennifer shook his head "What would you do in that situation, if one super villain came after you in broad day light? He was alone, hurt, and scared, what would you expect?" She-Hulk asked him.

Jennifer wasn't finished "When I asked him the same questions, he told me he knew his son was going to try to be a superhero one way or the other, so he said he would be there every second to guid him, just like how we want to do with all young heroes in the registration." Jennifer explained but Larry shook his head "Than why didn't he go to the police, Stark Towers, his own home, it says here he went to a classmates house where, one of the kids tried to stitch up his wounds, and we just learned that those kids were superheroes themselves. Even more so we just learned that one of those kids is missing too, I won't say which for the safety of them and their families, but this should be a wake up call to everyone-"

LOS ANGELES

In the city of Angels, an old woman was watching TV on her fire escape in the hot sun. It was the same show that She-Hulk was on and behind her sticking to the walls of the building with bare hands and feet watching the show "-Being a superhero isn't for kids." Adrian was wearing a grey T-shirt with jeans he had a back pack over his shoulder with his shoes tied on to it and his sweatshirt inside, underneath his shirt and on his left arm their were some old bandages, he had one over his cheek and forehead too small scars could be seen on his arms and neck from his battle with Carnage. Wrapped around both wrist were his web shooters, he watched the feed of the television show until he had enough. He crawled back up to the top of the building. He walked over to the entrance of the top of the buildings exit. It was wrapped around in concrete like the top of the building. He sat down in the shade on the sand top of the building, He reached into his backpack and pulled out a was of one dollar bills.

 **I'm almost out of the cash Luke Cage gave me before I left, wouldn't be the first time I was out of cash. It's been a bit since I got here, after Thor dropped me off I found an old apartment building to hold up in and recover. I think I must have slept for three days, but Spider powers got healing factors, they aren't as good as Wolverines but still. I feel a lot better now than I did a few days ago.**

He leaned back up against wall and looked up at the sky.

 **Been back in LA for a while, I honestly wish I was back in New York, in my bed, at home. But I grew up here, not by choice I wonder if the old place is still open. It wasn't the best place, but I bet I could slip in and steal some money- what am I saying I can't steal money, I'm not a crook.**

Adrian got up and put on his shoes before heading to the side of the building, he bounced off the wall slid down a fire escape down into an alley before landing on a dumpster and hopping off it. He reached into his back pack and pulled out his Mets hat. He stared at it looing at the blue and orange baseball cap.

 **I wonder how dads doing?**

NEW YORK CITY

STARK TOWERS

"STAAAAARK!" Iron Man was thrown through four walls before coming to a complete halt, as he got up he shook off any dust and rubble from the walls "Peter your being unreasonable." Iron Man said getting up as Spider-Man pushed through the rubble. He was wearing his Iron Spider suit. All of the golden extendable limbs pointed right at Stark, Peter responded by attacking Iron Mana gain "You-" right hook "Hit-" uppercut "My-" Roundhouse kick "-SON!" Iron Man went through another wall into one with a view "I'm not the first, you sent him up against supervillains like Mr. Sinister and Dr. Doom and he came out okay?" Iron Man said opening his helmet to show his face "Yes, I did hit him, but it was on the lowest setting, you know me Pete, I treat that kid as if he was my son-" "He's not your son, he's mine, he's my responsibility you arrogant jerk." Peter interrupted him furiously.

Iron Man held up both his hands trying to show Peter he didn't want to fight, "Than take responsibility Parker, I have every S. H. I. E. L. D. asset available to me and beyond looking for him, but I need your help still. People think your in agreement with Adrian about how the Registration is wrong, it's not we can't afford to fight while he's out there cause I'm a hundred percent positive that every one of your enemies who we haven't rounded up yet are looking for him now." Tony said lowering his arms slowly.

Peter was silent as Iron Man continued "I swear on my parents graves, that the second we find him the second we know where he is you get to go find him, no agents, none of us, not even me if you want it, just you a father looking for his boy." Peter seemed to lower his guard and turned around.

"Damn you Tony." He said before leaving the ruins of the room behind. Iron Man waited till the Iron Spider-Man was out of sight and collapsed "Jarvis… how bad is it?" he asked his suits artificial intelligence "You have four cracked ribs, a broken shoulder blade, and some internal bleeding, shall I notify the medical wing sir?" Iron Man took in a deep breath "Please do." As he spoke a camera had recorded the whole fight and conversation.

In another part of the city, as in high above in the SHIELD hellicarrier Director Hill was watching "Sorry Stark, but every second that kid is out there he's an embarssment to us…" she pressed a button on the monitor she was watching Stark on "This is Hill, we have a green light, prep the Thunderbolts."

LOS ANGELES

Adrian was walking through the streets of LA alone, he had his Mets hat pulled down low over his eyes to hide them. As he walked around the corner of a street he saw a group of SHIELD Agents standing only about a dozen feet away, they appeared to be guarding a subway terminal and stopping anyone they thought looked suspicious. They were fully armored storm troopers with blacked out masked helmets and holding advanced rifles

 **Their everywhere, what did I hear they were called, Capekillers? Guess taking the subway is out of the question, but I can't swing around in broad daylight.**

The boy turned away double backing the way he came, suddenly their was a loud explosion from the corner he just left. Without hesitating the boy ran back around the corner to see both Capekillers lying on the ground unconscious or worse, with their attacker standing over them "You think just cause you got a badge and a gun I'm going to be afraid of you?" the one who had put the agents down was a man wearing a brown trenchcoat that he through off to reveal a purple and orangeish gold suit. It had orange boots and gloves with an orange belt and shorts with orange stripe running up to a mask with an open are around the mouth and a orange mask like wolverines. Except he was sporting a mustache "I'm Bartoc the Leaper!" he yelled.

 **Who? Doesn't matter, bad guy twelve o'clock, and- crap if I fight him SHIELD will be all over me, have to do this fast.**

The SHIELD agents sat Bartoc over them "We're just following orders!" one of the Shield Agents said as Leaper grabbed the one who spoke by the throat "Yeah stinks to be you." Leaper said drawing back his fist he tried to follow through but something was holding his fist he looked back to see it wrapped up in webbing and followed the web to the side of a building to see Adrian. He was wearing his Spider-Boy mask, the lenses had been fixed and he had on his spider suits shirt but that was it. Both sleeves had been torn off to make it short sleeved and he had his shoes removed and webshooters on his wrists "You know I disagree with what their doing to, but even I know if I was caught dead in that outfit I'd write you a ticket." Adrian replied under his mask.

Bartoc dropped the Capekiller "Wait, your that Spider-kid right, Parker something?" Bartoc asked him "What are you doing in LA, last I heard you were in New York?" the supervillian asked him "I'm sight seeing, what else, but I figured I could punch in an hour or two for a bad guy like you?" Adrian said to Bartoc who held up his webbed up fist "Not happening." Bartoc the Leaper yanked Adrian right off the wall his feet being ripped away from the building bricks.

 **Whoa this guys strong?!**

The Leaper tried to swing at Adrian who was heading right for him but the wall crawler pressed his hand on Bartocs fist and leapt over the villain. He landed on a car which Bartoc leapt toward smashing the bottom of his boot into the top of it making the horn go off "Figured you had have some skill kid." Bartoc said as the two fought "Whys that?" Spider-Boy asked him as he blocked one of Bartocs kicks with his arm "Guess your out of the loop, not many people can take on Carnage and walk away, either that or it was a flook?" Bartoc replied as they leapt through the air punching and kicking.

"Wonder what that makes you?" Adrian asked dropping down and shooting a web out at Bartoc "Doesn't matter, I'm getting the hell out of this country before it goes to the Nazis." Bartoc said as Spider-Boy dodged another kick he tried to shoot some webbing out of his webshooters but they just shot out air.

 **No, not now.**

Bartoc smashed his foot right into Adrian sending him into another car breaking the window and denting the metal doors. "Nothing personnel, but I can't have you following me." Bartoc said as he leapt into the air and brought the back of his foot up ready to slam it down on Adrian whose spider sense flared.

He shot up like lighting and smashed his fist right into Bartoc the Leaper's jaw and a loud crack sounded before Bartoc hit the pavement unconscious with a broken jaw. "Nothing personnel." He said as he heard police sirens before running off. He leapt onto a wall and grabbed his back pack and shoes webbed up on the side as cops pulled up to take the Leaper away and help the two cape killers.

He looked over the side of one of the buildings and sighed before running off.

 **So much for keeping a low profile.**

As he leapt over the buildings clearing the area the scene of the battle had changed not long after. The cop cars had been joined by a SHIELD van with cape killers hauling Bartoc the Leaper away with a paramedic looking at his jaw. Meanwhile a woman with dark skin and brown hair was speaking into a camera reporting on the scene "Just hours ago a super powered battle erupted between the supervillian and terrorist Bartoc the Leaper, and federally wanted fugitive Adrian Parker more commonly known as Spider-Boy." She said as the camera was broadcast around the country all the way back to Stark Towers, where Tony was watching still in his Iron Man suit, he pressed a button on his head "This is Stark, get me Spider-Man we have his sons location and- what do you mean you can't find him, where is he?" Iron Man asked.

"What?" he asked as the person on the other line replied "What do you mean his Aunt and Wife aren't in the building?"

Elsewhere, Director Hill was watching it "Yes I'm watching it." She said "Get your team to L. A. and bring the kid in Director, no… not the whole team just two of your best." She said before hanging up on her own phone.

But the most interesting person to be watching the television report was deep below the La Brea Tar Pits, where a secret base was a little girl with a crazy looking hat was watching TV and said "Hey guys!"

THE NEXT DAY

DOWNTOWN

Adrian yawned as sat up in the alleyway, he had slept in a cardboard box under some newspapers. He got up and looked around the alley way, he winced when he got up grabbing his gut. He already knew what it was as he removed his shirt to show the messy bandages, they had started to turn brown from the blood they had absorbed and were starting to seep more of his blood.

 **Crap**

He pressed his hand to it and winced, the other scars on his neck, arm, and chest had healed but were still a sore purplish red.

 **Thought it had healed up, all the other ones were closed.**

His mind flashed back to the battle with Carnage, he rolled his neck as he put his shirt back on. He picked up his back pack having used it as a pillow heading out of the alley, he suddenly smelled something wonderful not too far away and started to sniff the air trying to find out where it had come from. He was walking down a dirty street with homeless sitting on the corner, a few women stood on the corners in less than respectable clothes and as he walked people he started to see where the smell was coming from.

 **It can't be… I must have came here by memory last night**

Their was a long line of homeless people or poorer ones leading to a very large soup kitchen, it had tables outside a large building that read 'Los Angeles Shelter for Women and Children', the sign had blue letters with a white back ground, it was a mostly pale grey building covered in graffiti. Their was a fat cop sitting by a car with a donut and coffee, he had greying black hair under a hat and had an old chair he was sitting on next to his cop car. He walked past the cop who wasn't even paying attention into the Shelter. The walls were all painted with pictures of Jesus and a cross on the wall near the entrance. A few lights weren't working and it was already packed with homeless.

 **Old Joe… he's still there, and still fat, I can't believe it.**

"Hey kid, move it." Adrian heard someone behind him say, it was another homeless man, "Y-yeah sure." Adrian replied getting in line, his stomach growled as he saw the food being served up front. Across from the serving was a couple of tables for people to sit at. There was a middle aged woman at the front of the line she had tan skin with black hair but a blue streak running in it with a pony tail. She wore a baggy white collared shirt with jeans and old shoes, a cross around her neck with a strong necklace. "Thanks come again." She said with a thick Mexican accent she wasn't alone a younger girl about as hold as Adrian, she had long black hair with curly hair with a pink shirt on and shorts. Her hair was tied behind her head at the bottom of her head, she had a small mole on her left cheek.

His eyes got wide, seeing them.

 **Mrs. Rodriguez, Emilia… she's here too, she's just like I remember.**

He moved up in the line and grabbed his hoodie out of his pack and put it on and pulled his hoodie up to hide his face. Coming out of the shelter was a short man with black hair held under by a hair net, he had on a red shirt with a white apron and thick mustache "Come and get it while its hot you poor souls." He said as he brought a large bucket he sat it next to Mrs. Rodriguez and kissed her on the cheek as another cook followed him out. It was a young teenage boy with his own mustache starting to form with long black hair he also had under a hair net. He wore a button up shirt under his apron.

 **Mr. Rodriguez, Carlos too, their still serving soup I wonder if tastes the same- wait I can't let them recognize me, it could put them in danger.**

Adrian came to the edge of the table as they served soup and picked up a bowl and spoon. He pulled his hood over even more as got closer to them, he kept head down too as the line moved slowly. He came up to Mrs. Rodriguez and held out his soup can and she poured some soup into his bowl "… thank you…" he said quietly as he walked past them.

 **Don't recognize me, don't recognize me, don't recognize me, don't recognize me…**

He kept walking till he heard the little girl say "Sopapilla?" Emilia asked him Adrian stopped, she was standing in front of a pan in sopapillas "They have honey." She said holding up a jar of it "…no." Adrian replied as he walked over to the tables. The girl watched him go and he moved to the furthest table from the servers. He sat down and started to eat the soup, he sighed as he tasted the soup he sighed swallowing his face suddenly went white as it entered in his stomach.

He started to cough and gag on the soup, he grabbed his stomach feeling the warm liquid go into his injured gut.

 **…. I really hate you Carnage right now.**

Adrian started to cough out the soup when it refused to go down. He fought through it and swallowed the soup. It burnt going into his stomach, he squeezed his metal spoon crushing the metal in his hand. He tried again and started to sip the soup this time he couldn't hold it down and Adrian coughed up the soup onto the table. An old hobo next to him snickered, he had white hair with a thick dirty beard wearing a sock cap and thick green coat. "It ain't so bad kid, could use some salt." The hobo chuckled as he patted Adrian on the back he suddenly through up the rest of his soup mixed with his own blood from his wound from when carnage skewered him. "Oh christ- Hey! Hey!" the hobo called out to the shelter workers who looked right at them "This kids coughing up blood." He said putting his hand on the kids shoulder. "I'm fine." He said getting up and grabbing his back pack, he looked to the nearest exit and saw a door with a glowing sign on it, wiping the blood away from his lip. Mrs. Rodriguez and Carlos walked briskly over to him, Adrian started to head to the door "Little boy, hold up." The older boy called out as Adrian kept walking as they saw the blood stain, "Geez Madre, you soup must be off today." Carlos said as she hit him on the side as he laughed "Limpia eso antes de darte una bofetada." She said in spanish.

Adrian came to the exit door and grabbed onto the latch but it was locked.

Mrs. Rodriguez put her hand on his shoulder "Come on lets see- dios mio" she stopped when she saw his face under the hood her eyes got wide "C-Carlos… will you go unlock the back room." Carlos stopped cleaning and headed back into the shelter, meanwhile she nodded at Adrian who nodded back.

Mrs. Rodriguez led Adrian past the soup kitchens serving table to a back room, and the second she got him into the back room she got down and hugged him. The back room was more of an office with multiple picutes, a desk and even a makeshift bed "Gracias Santa María we thought we'd never see you again." She said hugging him she pulled off his hood and Adrian looked up at him. "Hola señora Rodriguez, disculpa por no decir hola." He said back to her she smiled, "It's okay…. We saw you on the knews, and-" she shut herself up as she felt the bandages under his sweat shirt. "Whats this?" she asked raising his shirt, her face went white "Dio." She said as she saw the old bandages around his chest "Is this from that monster?" she asked him

"Yeah… this ones stubborn." He said as she looked at the bandages, and nodded "I have the first aid kit in the next room, wait here." She said turning to leave room.

 **The Rodriguez family, the mom dad, Carlos and Emilia, I've known them a long time, when I was still young living at the shelter their family helped out a lot taking care of me. They were like a family to me, they even know about my powers. The Rodriguezs where there when I took my first steps, on the ceiling that is. At first they thought I was a mutant, of course that was wrong. If your wondering why they wouldn't adopt me they tried, but the day I was suppose to go live with them… I ran away to New York and the rest is history.**

He removed his sweat shirt and shirt underneath, he walked toward one of the pictures and saw a younger version of himself in a photo with the Rodriguez family.

The Shelter looked out for a lot of people, was my home for a long time, people came and go, than I left.

The door opened up to show not just Mrs. Rodriguez but "ADI!" also Emilia and Carlos Adi ran up to him "We thought you were dead!" Emilia practically yelled Carlos grabbed her "shut up-" he said grabbing her shoulder "Sorry lil hermano, but we've all been worried sick about you." The boy replied as he held his sister back. "Come on tell us everything, about Spider-Man, is he really your dad, Thor everything." Emilia said as her mom walked around him "That's enough ninos, I need to treat Adrians lesion." She said the last word in espaniol.

Emilia finally noticed his old bandages, "Come on you, back to work, and not a word to anyone." She said.

Outside the shelter, across the street the same man who called out Adrians blood talking on a phone "Yeah… I think I know where that kid your looking for is." He said into the phone, "So about about payment."

LATER

Adrian had a fresh set of bandages around his chest, "There we go." Mrs. Rodriguez said to him as she put the kit away. "Gracias." He replied as he grabbed his shirt, he was on the bed and had redressed the wound with fresh white bandages "We saw you on TV Adrian." She said sitting down next to him on the bed "I think the whole country did." Adrian replied.

"So what do you plan to do?" Mrs. Rodriguez asked him.

Adrian shrugged "I just had to get out of New York, I figured I'd hide here I know L . A., wait till things work themselves out back east." He said as he reached into his pocket and pulled out some of the pieces to his spider suit, it was still in shreds "If they do at all." He said shoving it back into his pocket. Outside the room in the soup kitchen the Rodriguez family and other shelter workers were closing up the soup kitchen when a group of people walked in "Sorry we're closed amigos." Carlos said as he picked up the various plates not seeing who it was. Emilia took some of the plates from him and looked up to see the people who entered and dropped the plates making them shatter.

"I'm sorry, I know it's been hard." Mrs. Rodriguez said as she got up, "You can stay with us tonight, once we get finished here we can go back to our apartment, you can room with Carlos and-

 **Spider-Sense!**

"GET DOWN!" Adrian yelled grabbing Mrs. Rodriguez and pulling her to the floor as the wall exploded and standing in the new hole in the wall were five people. They were two people both colorfully dressed the first was a woman with white hair and pink highlights. She had on a dark black suit with white on the chest and running down the legs. She had on golden armor over her shoulders, forearms and around the waist. Next to her was a man in a white cloak wit ha skull mask. He wore a dark blue suit with orange around the chest, down the arms from the biceps into white gloves with a thick leather belt that had a T on its buckle. He wore a set of white shorts and white cuffed boots holding a shield and sword "End of the line kid." The woman said "Or you could resist please do." The man said under his mask twirling the sword.

 **Songbird and Taskmaster, this day is just full of familiar faces, and I'm getting sick of it.**

Adrian got up and grabbed is his back pack taking out his web shooters, he slipped them onto his wrist "Well since you said please." Adrian said leaping at the two "Remember TM, bruised not broken." Songbird said as Taskmaster blocked Adrian with his shield putting his sword away "Fine, no fun that way." He said as he bounced him off his shield.

They started to move backwards as Adrian pressed his advance inside the shelter, "So what, Carnage wasn't enough now you two are after me, your not even one of my dads arch enemies." Adrian replied as he shot a web out of his other web shooter.

 **Can't forget the other ones out of web fluid.**

"True, but that's not why we're here." Taskmaster said as he tried to kick and punch Adrian who dodged as Songbird got behind him "Than why?"

"Homeland Security." Songbird said as she opened her mouth and a beam of solid sound flew out of it right at Adrian. He leapt over Taskmaster making Songbird grab hold of him "Hey watch it." Taskmaster yelled as she let go "Sorry forgot about the spider-sense." She replied as Adrian smashed his foot into the back of Taskmaster "And spider-strength." Taskmaster flew toward the other villain who dodged "Oh come on kid, we're being nice here." She said as she held her hand up and blasted Adrian with her sound blast sending him out of the shelter and into the streets. He hit the ground hard before getting up "So that's it?" he asked "You guys looking for a presidential pardon, bring in the eleven year old terrorist?" he asked getting up wiping away some blood from his lip.

 **Time to play the mind games Parker.**

Both Songbird and Taskmaster walked out, "Please, you think we wanted this job going after a kid it's insulting." Taskmaster said holding his hand up "As insulting as the fact you have the dumbest name I've ever heard."

"My name isn't dumb." Taskmaster said back to him "It totally is." Adrian said "Taskmaster, oh what you can do a lot of things?" Adrian asked him holding his arms out wide "I can mimic any move just by looking at it, you brat, name one other person who can do that?"

 **Can't believe he's falling for this.**

Adrian rolled his eyes "Than why not call yourself Mimic, or Jack of All Trades, Copycat." Adrian asked him as Songbird cocked a brow "Why you little-" she slapped him on the back of his hood "What?" Taskmaster asked her. "He's messing with you, I heard he did the same thing with Mad Thinker." She said pointing out his plan.

 **Crap**

Both supervillains headed looked at the boy "We'll make this quick kid, honest." Songbird said her eyes glowing pink as two sings started to appear on her back "I don't" Taskmaster said cracking his knuckles, that's when someone suddenly shouted "HEY!"

All three of them looked over to see a five teenagers a kid, and a raptor all standing across from them. The one who had shouted was a girl holding a long staff with an orb like top that had a ring on the end of it. She had dark black hair and light skin with black eyeliner wearing outfit someone who worked at hot topic would wear. She wore a black corset with long sleeved fishnet gloves that went all the way up her arms. A torn up red skirt with ripped but black leggings and black leather boots. Behind her was another girl or at least Adrian thought she was, she appeared to be made of a rainbow. She had on tight jeans with a wrap around her rainbow head, she had on a pale yellow top that was more a bandana around her chest than a shirt with bracelts on both hands. Next to her was a tall blonde haired boy with long hair, he was wearing a grey sweater with jeans and dark shoes, he was standing next to a raptor. On the other side of the goth girl was a boy with brown hair and tan skin with a orange and blue jacket with the sleeves rolled up with head sets around his neck wearing cargo shorts. Both hands and his eyes appeared to be glowing with electrical energy. Another young man was next to him African American with dark black trimmed hair wearing dark a purple suit with black around the shoulders, waist, gloves and feet. His face suddenly turned from human into a pointy eared green skinned being with multiple chins and a black cowl over his scalp. Lastly a little girl with a bright blue sock cap that had cat ears on it and yellow cat eyes with a white sleeveless t shirt and scarf with jeans that had the ends rolled up over her white shoes.

"Pick on someone your own side." The goth girl said to Taskmaster and Songbird, all while Adrian had only one thing on his mind.

Is that raptor?

 _ **NEXT TIME: RUNNING INTO THE RUNAWAYS**_

 _ **also review so I know your reading**_


	6. The Runaways

Both Taskmaster and Songbird headed toward the Adrian "We'll make this quick kid, honest." Songbird said her eyes glowing pink as two sings started to appear on her back "I don't" Taskmaster said cracking his knuckles, that's when someone suddenly shouted "HEY!"

All three of them looked over to see a five teenagers a kid, and a raptor all standing across from them. The one who had shouted was a girl holding a long staff with an orb like top that had a ring on the end of it. She had dark black hair and light skin with black eyeliner wearing outfit someone who worked at hot topic would wear. She wore a black corset with long sleeved fishnet gloves that went all the way up her arms. A torn up red skirt with ripped but black leggings and black leather boots. Behind her was another girl or at least Adrian thought she was, she appeared to be made of a rainbow. She had on tight jeans with a wrap around her rainbow head, she had on a pale yellow top that was more a bandana around her chest than a shirt with bracelts on both hands. Next to her was a tall blonde haired boy with long hair, he was wearing a grey sweater with jeans and dark shoes, he was standing next to a raptor. On the other side of the goth girl was a boy with brown hair and tan skin with a orange and blue jacket with the sleeves rolled up with head sets around his neck wearing cargo shorts. Both hands and his eyes appeared to be glowing with electrical energy. Another young man was next to him African American with dark black trimmed hair wearing dark a purple suit with black around the shoulders, waist, gloves and feet. His face suddenly turned from human into a pointy eared green skinned being with multiple chins and a black cowl over his scalp. Lastly a little girl with a bright blue sock cap that had cat ears on it and yellow cat eyes with a white sleeveless t shirt and scarf with jeans that had the ends rolled up over her white shoes.

"Pick on someone your own side." The goth girl said to Taskmaster and Songbird, all while Adrian had only one thing on his mind.

 **Is that raptor?**

Both Songbird and Taskmaster looked at one another, "Is that a Raptor?" Songbird asked Taskmaster, "I stopped asking questions like that a long time ago."

"Good thinking." The goth girl said holding up her staff "Or else your brain might-" she said "Burst." Suddenly the air around Taskmaster and Songbird exploded sending them away, Xavin, Victor, and I will handle Taskmaster." The leader said "Chase, Molly, Karolina, deal with the lady with the fake highlights." Songbird and Taskmaster got up "They aren't highlights." Songbird said her eyes glowing and pink wings flashing.

Taskmaster drew his sword as the two older boys surrounded him, "Okay so what about these kids?" Songbird asked as Songbird dodged a rainbow blast from the rainbow girl. She hit her with a blast of sonic sound "You know I don't care, do whatever you want." She said as Taskmasters shield was hit with fire from the green skinned one "A skrull, I haven't killed one of you yet?" he said as the Skrull held up a hand of fire the other turning into orange rock "My people are warriors, we do not die easily."

The skrull named Xavin shot Taskmaster with flames but the villan dodged making him hit the other boy "Watch it!" he yelled "Victor hold still." The goth said as she raised her staff "Douse." She said as the fires all disappeared form his jacket "Thanks Nico, I feel like you just fried my circuits Xav." Victor said.

 **Who are these guys, Young Avenger rejects?**

Adrian watched them battle, Songbird shot an energy blast at the Raptor, the blonde boy charged her from behind "Old Lass!" he yelled from behind her, but she hit him from behind with the back of his fist "Leave Chase alone!" the little girl with the dumb hat yelled as she picked up a car and through it right at Songbird "Oh you got to be kidding me." Songbird said as she got hit by the car she summoned a pink shield around her. Back with Taskmaster he kicked Xavin in the chest and through his shield right at Victor before knocking the sword out of the girl named Nico's hand "No." she said as Taskmaster grabbed her by the throat "Oh please, you're a diamond dozen witch, I eat super heroes like you for breakfast."

"Than lets skip lunch and dinner, and go straight to DESERT!" Adrian swung in kicking Taskmaster in the skull face "At least you know how to do banter." Taskmaster replied recovering as he swing his sword at Adrian who caught it with both hands he felt the blade slice his hands he snapped the blade in half. He through it right at Taskmaster but the villain dodged, "Now your making it interesting." Taskmater said as he started to kick and punch at him "Than how about four on one." Nico said grabbing her staff and having him surrounded by the two other boys. "Please do." Taskmaster said reaching behind his cape and pulling out two hand guns.

Taskmaster pulled the triggers making the young heroes scatter, Songbird heard the gunfire and yelled over to him "Taskmaster, no guns remember." Taskmaster groaned. While Songbird both the Raptor and rainbow girl away and even the girl with the dumb hat "Fine." He tossed both the guns aside and rushed toward Nico "We get to do it the old fashion way, MY FAVOURITE WAY." he yelled Adrian shot a web over at Taskmaster catching him by the leg and swinging him over toward Songbird hitting her with the other villain knocking her away from the other teens. Songbird sliced the webbing off Taskmaster "Alright screw this, Taskmaster, forget what I said, about bruise, break, break now." She said flying right at Adrian with Taskmaster right behind her "Gladly."

 **Oh crap that was the last of my webbing.**

The goth girl ran up and pushed Nico out of the way "Return!" she yelled pointing her staff at them and both Thunderbolts disappeared into thin are.

 **What just happened?**

Adrian looked at the goth who sighed, she held up the staff "Staff of One, one worded spells, I said Return so they returned to where they came from." She said Adrian looked at her and the other kids "Ugh… who are you?"

NEW YORK CITY

"The Runaways?" Director Hill groaned rubbing her forehead, and messing up her black hair "Two of the most vicious supervillains got beat up by a bunch of teenagers, after they sent you all the way back to New York, literally?" she asked. She was sitting in her private bunker looking at a lap top that had both Songbird and Taskmaster on it "Hey, you're the one who said bruise not break, if I could have planned this mission I'd have that brat by now." Taskmaster said crossing his arms "Your lucky we don't through you back in Ryker Taskmaster." Hill said turning the two way link.

She turned the lap top screen to a different one "Alright, show me what we're up against." She said as she brought up a file that read Runaways.

The image showed a pictures of all the various children, all of whom had joined in the battle only a few short hours ago. It showed a picture of various adults all dressed in various attires. "Computer begin private recording of Runaways and Spider-Boy."

The first image appeared of the goth girl "Nico Munroe, code name Sister Grimm, The daughter of Robert & Tina Minoru, a pair of dark wizards the unofficial leader of the Runaways. Her powers stem from a magical staff refered to as the Staff of One, reports say that whatever word she utters the staff conjures." She said as read aloud as she looked at the various pictues before scrolling to another, the blonde boy with the raptor "Chase Stein, aka Talkback, is the eldest member of The Runaways. He's the son of scientists Janet and Victor Stein; members of the Prides science and tech aspect no less, possibility of being true brains behind the operation." She said as she looked at him "Note, looks like a jock?"

She went to another file showing a girl with purple hair wearing glasses and riding the raptor called Old Lace "Gertrude "Gert" Yorkes, also known as Arsenic, cute. Current status unkown. She shares a psychic bond with her pet deinonychus, Old Lace. She was also the daughter Dale & Stacey Yorkes; members of the Pride, evidently the Yorkes were a pair of time travelers, from wear is yet to be determined." She said as she scrolled to a picture of a black boy with messy black hair, glasses wearing a sweat shirt "Alex Wolder, deceased, was a founding member of 'The Runaways'. He's the son or was the son of Geoffrey & Catherine Wilder who were also the leaders of the villain supergroup The Pride. He served as the Runaways' first unofficial leader apparently, please note from Nick Fury's original files, Wilder was far more than he appears, further investigation required." She said as she moved onto another "Karolina Dean, aka Lucy in the Sky, Dean a member of The Runaways. She's the daughter of Pride members Frank and Leslie Dean, aliens who gain their power from exposure to solar energy. Another note from Fury, Deans were aliens known as Majesdanian, solar beings whom Nick Fury had dealings with, all files about Fury and the Majesdanians was terminated apon his departure from Shield, most likely by Fury."

"Molly Hayes, aka Bruiser, the youngest member of the teen super group the Runaways. She is a mutant with immense strength but she tends to become tired after using her power. Her parents Alice and Gene Hayes were the groups evil mutant members, go figure, the limits of her strength are not yet known."

She went to a file showing both the other darker skinned boys, "Victor Mancha and Unkown Skrull, answers to the name Xavin reports claim, the latest two members of the group, Mancha was an ordinary high school student, son of an Immigrant, power appear to be electrical by nature, as well as cybernetic implants, more data required, the skrull, another alien Fury has had dealings with, our records show a war like race, could be a possible major threat."

Hill sat back in her chair, as her phone rang she picked it up "Director, your Thunderbolts failed." She said into it, as the phone replied something "No, I don't think we'll need to wory about them, or have Stark get suspicious of us, for now focus your Thunderbolts here on the east coast, let Stark deal with the brats." Hill replied as she shut her lap top she stood up as the Director of the Thunderbolts said something else "Whats that about Spider-Man?"

LOS ANGELES

"Give me one reason why I should trust you?" Adrian asked on top of a building sticking to an part of another buildings wall looking right at Nico his back pack was over his shoulder with his stuff in it. The Runaways all looked shock "Kid we just saved your eleven year old ass." Chase snapped at him "Chase." Karolina said throwing her hands over Molly Hayes's hat pulling it down over her ears "I was doing fine, I've survived worse." He said as Chase got in his face "And you won't if you don't get out of my face blondie." Adrian said cracking his knuckles into a fist as Nico put her staff on the older boys shoulder "Chill Chase." She said as the staff suddenly sprayed snow on him making him shiver.

Chase started to back off as Nico stepped forward, "Look we saw you on the news, and since you're a super powered kid in trouble we thought we'd help you out, its kind of our thing." Nico said to him as Adrian looked at her "Wait a second… now I remember, your those Pride kids I saw on TV." Adrian said scratching his chin.

Adrian looked over at Victor "My dad said he met you guys last winter." Adrian said crawling on the wall over to Victor, "Said you hit him with Hellfire."

"Yeah, so where were you?" Nico asked him "I had homework." Adrian said back to her as he flipped around "Wait your dad makes you do homework, but lets you fight super crime?" Karolina asked him "Yeah… well he did, that stupid Registration." He added. A silence fell between the young heroes, "Alright, well I better get going, if those two know where I am, more are soon to follow." Adrian said dropping down on the side of the wall walking toward the edge of the building "Wait." Molly said running up to him "You can't just run off?" she said "Why, isn't that what you guys did?" he asked.

Nico opened her mouth than shut it "Yeah, but we did it together, and lets face it their a strength in numbers."

 **She has a point.**

"Yeah well sorry to burst your bubble, but SHIELD has a lot more people and a lot more guns." Adrian pointed out scratching his chin, he looked down at his web shooters and thought for a second.

 **It wouldn't hurt, I'm low on money, food, and no doubt they'll go after the Rodriguez's if they even think I'm near.**

The Parker boy sighed, "Alright, what you have in mind?"

Nico smiled, "Chase, get the frog." She said "Frog?" Adrian asked as Chase held up a small remote and pressed a button and out of nowhere a big metal frog in the shape of an airship, or an airship in the form of a frog. The front of the ship dropped open and the kids started to get onboard "Why a frog?" Adrian asked as he followed them onto the ship "Ask Chases dad, I guess he liked frogs." Karolina said as Xavin walked next to her "More than he liked me." Chase said as he and Old Lace walked into the ship first. The inside of the cockpit had multiple seats but only six, the controls were many with the main ones at the front "Hey Nico, you think you can conjure another seat for Andy?" Molly asked pointing to Adrian "Adrian." He said correcting her "It's fine, I won't need it." He said gesturing to his feet "So you can stick to anything?" Victor asked him "Cause I read that your dads spider powers let him stand erect on any surface."

Chase snickered at the fourth to last word before getting hit by Nico, "Yeah." Adrian said hopping up to the ceiling sticking on it as Chase took off in the Leapfrog, the ship started to fly over Los Angeles, "Turning on stealth mode." He said as the ship turned invisible.

"So what about, the webs, are they natural?" Victor asked him, Adrian held up his web shooters "I wish, my dad can make them but I can't, which reminds me don't suppose we could stop at a Walmart, I need to make some more." He said pressing the switch on his shooters making the spit out air instead of webs. "No can do." Chase said as they flew over the LA tar pits "Why not?" Adrian asked dropping down, "Cause we're home." The frog instantly flew down right at the Tarpits, Adrians gut clenched as they dove into the tar and came into an underground underground cave.

"Welcome to the Hostel." Nico said as they left the tar pits, it had rocky stone on one side and grey stone on the other carved out to make a floor with a few steps. And furniture all around, near them were a set of portraits showing five sets of parents all dressed like their spouses. Adrian looked at them noticing a set of parents who didn't match the others. "Here, I'll show you to your room." Karolina said "I'll be at bed my love, despite being only mortal the Taskmaster was far greater a foe than I realized." Xavin said as he walked off. Adrian looked at him as he left. Karolina noticed his eyes "Don't worry about Xavin, he's an Alien like me."

The boy looked up at her "Skrull right, my friend Franklin told me about them."

That's when Molly asked "Franklin… as in Franklin Richards from the Fantastic Four?" she asked "Yeah, we go to, well we went to the same School." He corrected remembering how his life had changed. He followed Karolina and Molly into the Hostel as the older kids stayed in the hanger "Man that must have been so cool, hanging out with all the superheroes." Victor said as Chase and Old Lace looked over the Leapfrog, "We've met some of those superheroes, Vic, their overrated."

"Maybe." Nico said as the Staff of One started to vanish back into her body, "What that suppose to mean?" Chase asked her. Nico sat down on a crate "You remember when the Young Avengers came here a few days ago, they didn't seem so bad." She added.

Chase gapped at her "What, didn't you see the news yesterday, them like the rest of the adults are all fighting, so are the Young Avengers."

"So is the new guy's dad." Nico said to Chase as everyone got silent "I know ours are gone, but his could be gone any second."

In another part of the Hostel, the two girls were leading Adrian down the hallways "These are the rooms" Karolina said "We got a few open at the end of the hall right there, so take which ever." Adrian saw one room open and no body inside "What about this one?" Adrian asked looking into it. "That's Gerts room." Molly said making the boy look at her puzzled

He looked around "Wasn't their another girl, purple hair, glasses?" he asked, as he checked the other rooms, both girls exchanged a look "Yeah… but Gerts not here." Karolina said her voice dropping, putting her hand on Molly's shoulder.

 **Looks like I'm not the only one who lost someone…**

Adrian walked into a room with a single bed, it had a red blanket on it a few chester draws, a bathroom, on one side with an extra mirror. The walls were a sandy beige plaster with a picture of a boat on the ocean, he dropped his back pack on the bed, "Sorry if its small, but all the rooms are like this." Karolina said walking in and looking at the painting "It's fine." Adrian said as he took off his shirt, both Molly and Karolinas eyes got wide seeing the scars he had only recently acquired, as well as the bandages. "If you don't mind, I'd like to take a shower." He said.

"Y-yeah sure. Come on Molly." Karolina said shoving her out of the room.

Later, Adrian was was standing in the shower letting the water wash away the dried blood, dirt, and grime from his body. He had thrown the bandages away into the trash and let the steamy shower run over him. The bathroom had white tile floors with a marble counter and mirror over it. The sink was regular metal and the shower was a glass case keeping in the heat.

 **So lets recap Parker, we came back to LA, ran into the Rodriguez's, also fought some French guy, ended up fighting two Supervillians, and ran into the Runaways, that has got to be the lamest name, its like a band name. Well than again, Avengers, Defenders, X-men, I'm not really one to judge.**

He got out of the shower and grabbed a towel, he wrapped it around his waist and walked over to the bed. He reached into his back pack and pulled out his Spider-Man mask, the lense had been cracked on it and fell out as soon as he touched it. He reached over to the side of his bed where an end table sat and he opened it. He saw a remote in it and looked around and saw the Room had no TV. He pressed the power button and the picture of the sailboat opened to show a TV.

It came on to show a sports channel and he instantly changed it.

 **Let's see what's going on back home.**

The television came on to show a news broadcast, of the current events of the nation a woman with tan skin in a purple suit with black hair was speaking "In recent events, Captain Americas anti registration resistance fought the Avengers in Chicago yesterday, the battle raged for only a short time after eye witnesses claimed Captain America led his team against a group of Hydra terrorists, SHIELD released a statement well aware of the terrorists, but were monitoring them to try and see what they were after." The reported said as an image of Avengers fighting one another. The woman was handed something off screen "Oh excuse me but I just received this breaking news story- Stark Towers eyewitnesses reported Spider-Man fleeing the scene with SHIELD operatives in pursuit."

Adrian watched the TV, and saw a poor cellphone quality showing the Iron Spider swinging out of the building than outside.

NEW YORK

STARK TOWERS

Iron Man was standing in a hole in the wall of his building, "First Adrian now Peter… how did his Aunt deal with them." Iron Man said as he looked down at them.

Suddenly he got a message from a certain Maria Hill "Stark, this is Maria Hill. I just got word that Spider-Man has gone rogue." She said in a command room with other black dressed Shield Agents at various monitors "Remain in the area and wait for backup, I'm pulling in every agent on the ground." She said as Stark looked back at his own group of Cape Killers "Maria Wait! I just need to talk to him…"

"Request denied, stark over and out." She said as she pressed another button "T-Bolt division, I want fourteen operatives activated on a sixty minute trial, I know we were saving them for the final battle, but situation is critical." She said to another undisclosed location "Invisible mode essential at all times! Operation thunderbolts is still top secret, after that screw up in LA, lets see if you can recover." She said

"Whatever you say Commander Hill." The operative looking over the T-Bolts, Hill looked at her screen showing all the Thunderbolts "Like son, like father." She said.

Back up in Stark Towers Iron Man saw dozens of Shield airships fly over the city, "Dammit Hill." Iron Man held a piece up to his ear "Carol, its Tony it finally happened, Peters gone rogue." Iron Man said to someone even further away from Hill. "I figured it was only a matter of time Tony, so whats they play?" Carol asked from the other end of the line "I want you in LA, and bring SHIELD with you, I won't let Hill turn this into a spook black ops operation, find Adrian before they do and put him in a time out, for good."

23,000 FT ABOVE THE MIDWEST

Carol Danvers, Ms. Marvel was flying over the clouds and plains of the Midwest, her long blonde hair and red sash around her black one pieces suit was blowing in the wind, and behind her was SHIELDS flying fotress, and latest model of the Hellicarrier carrying all of SHIELD with her as she flew straight to the westcoast "Way ahead of you Tony, Ms. Marve. Out."


	7. Down with the the flying ship

LOS ANGELES

On the far west coast of the United States, the supervillian known as Klaw was blasting away at the city. He was wearing his right red and purple suit with his sonic cannon on his arm when suddenly a foot smashed right into his face, "Why Klaw, your hand isn't even a Klaw." Adrian said landing next to him. Behind Adrian stood the Runaways, "You mean this guy is a Master of Evil?" Victor asked as he kicked the guy while he was down.

"No not really, he's one of the Black Panthers villians." Adrian said, "I have heard of this Black Panther." Xavin said as looked at Klaws gauntlet "How is it such a nation so advanced has not yet conquered this world?" he asked.

"Don't ask me." Adrian said shrugging "Wolverine says he's kind of a jerk."

Nico rolled her eyes "So is Wolverine." Adrian noticed her tone as they heard police sirens, "Time to get out of here." Chase said up above as the Leapfrog landed in front of them and the Runaways boarded.

As they flew back to the hostel, Adrian was holding onto the chair next to Victor, "What's Nico's problem with Wolverine?" Adrian asked him, "Just adults in general." Victor said to him "Chase and her, and well us too." Victor added as Adrian cocked his brow "Even Captain America?"

"Espically that prick." Chase said getting Adrians attention, "That star spangled jerk handed us over to Child Services." Nico said looking back at him "I'm sure Cap was just doing what he thought was right." Adrian said as they flew back to the Hostel.

"Please." Chase said "All adults think they're doing the right thing, and it's the kids who suffer?" Nico said as the rest of the ride was nothing but silence.

HOSTEL

Adrian was the Hostels workout room, it looked absolutely untouched save for a few barbells and dumbells mostly Luke used by Chase. It had wood floors with a floor mat in the center, the walls all had mirrors on them with weights lining the walls with workout equipment. As he walked through he noticed much more advanced ones with even heavier weights. Which he was lifting. He was what looked like to be a high tech bench press. With machines on both sides, both on.

 **Now that I think about it... I'm all healed and I can't remember the last time I actually had to sweat for something.**

Adrian did a few more reps his small arms much more than they appear do to his super human powers. He was wearing red shorts with a white shirt drenched in his own sweat as he did another rep, the scars on his body had finally found a form they would stay in for a long time.

I **'ve been with the Runaways for two days now, and so far it hasn't been... odd.**

In another part of the hideout the various members of the the Runaways were up to stuff. In the commons area watching TV was Nico and Molly. The program they were watching appeared to be one about magical powered ponies who were all friends. Molly was holding a bag of chips watching intently laughing and smiling while Nico looked miserable. Her black hair fel around her head in the long blade like strands, she wore a red long sleeved shirt under a black and white stripped shirt with tight ripped up black jeans.

 **Nico was the leader, though she sounded more like a mother to be honest. She reminded me of Zara very goth and tough, but it's hard to tell if she's trying to be in charge or just bossy.**

Molly munched on her chips "Nico next time we go to the store can we get a Twilight Sprinkle one?" She asked "Ugh if we can watch something else." Nico groaned. Molly was wearing a yellow hat with cat ears, she wore a bright blue shirt that had a rainbow on it and some beige shorts without any shoes on.

 **Molly is a mutant, she's the closest one to my age even though she's 12. Not to mention she's got like the coolest hat collection ever, I feel like Jack and Katie would like her.**

In another part of the hostel, Victor was in his room laying on his bed listening to music, his room was covered with posters and pictures of superheroes everywhere even one of Adrian and his dad. Victor was wearing only a set of shorts and white tank top while he listened to music.

 **Victor turned out to be a surprise, so it turns out he's a cyborg. Xavin, the skrull calls him an android but I say cyborg. He's evidently the son of Ultron, so he fits well with a bunch of other kids whose parents were super crooks. He's a cool guy, asks a lot of questions though.**

Walking down the ramp of the Leapfrig returning from above was Xavin and Karolina. They were both holding bags of groceries full of food and other items. "I still think we do not need the twinkies my beloved." Xavin said in his female form, he had on a purple shirt and black pants while Karolina wore a bandana like top around her chest with brown pants and flipflops.

 **Both Xavin and Karolina are aliens, also they are engaged, as well lesbians. Well Karolina is and Xavin can change his whole body like all skrulls which is awesome.**

The door to the workout room opened and chase walked in. He was wearing a red tank top and blue shorts. Holding a water bottle. When Chase looked over to see the boy "What are you doing in here?" Chase asked setting his water bottle down. Adrian finished another rep "Working out, what's it look like?" He asked back.

Chase started to stretch "You know how to even use those things?" He asked as he walked over to the machine Adrian was working on.

 **So if Nico is the mom, Chase is the dad, well step dad. He's kind of an ass.**

"Sort of..." he said sitting up looking at Chase, "Yeah well let me know when your done I like to workout alone." Chase said turning to leave "No I'm done." Adrian got up and walked toward the exit making Chase look at what the weight the machine was set to and gapped as it read over ten thousand pounds. Eventyaly Adrian walked out into the kitchen to see Xavin and Karolina putting the groceries up "Yes!" He cheered running over to the new stuff and grabbed a handful of stuff on the counter "You guys got it." He said looking at them "Yeah, but what are you going to cook with that stuff?" Karolina asked as Adrian took the various boxes and bottles "This isn't for food, I need to make some more webbing fluid." He said as he carried it away.

Later, Adrian was in his room sitting on the floor with all the ingredients for his web shooters he has a small little chemistry set.

He mixed all the bonding agents and other over the counter goods together in a tiny flask

 **Kind of feel bad, half the stuff I ordered doesn't even go into making webs I just had them buy it so they wouldn't know the full details on how to make webs I haven't made myself some in a long time since Dad... showed me.**

NEW YORK

BEFORE STAMFORFD

"Remember the only thing that can make it dissolve is water and time." Peter said to Adrian as the two of them sat in the middle of their residence in Stark Towers. They were on the floor sitting in front of their living room table making the webs on a chemistry set with their web shooters. They were both wearing their spider suits without their masks, Peter had both his gloves off as Adrian watched him mix it "So you're the only one who knows this formula?" Adrian asked him "Well not anymore, now you try."

He handed Adrian the ingredients and he started to mix them together when it suddenly started to mix the agents together and suddenly it started to bubble. The webbing exploded out of the bottle and right into Adrians face making him yelp.

Peter exploded into laughter as he fell over, Adrian tried to pull the webs of his face and removed them, he started to pick some of them out of his hair as Peters laughter died down.

"I did the same thing when I was fourteen." He chuckled as he handled Adrian a bottle of spray water, he stared to spray the boys face and hair to help them remove it. "Yeah but you didn't have anyone to laugh at you." Adrian said as he removed the webs, "Oh relax, now try again."

HOSTEL, PRESENT

Adrian took a quick shower and then he finished making enough webbing and loaded it into his web shooters. He was wearing a blue shirt with a four on and some boxer shorts and shot a web up to the ceiling and started to climb it so he did a yo-yo, "That's better." He said as he shot a web at the TV remote and brought it to his hand he turned it on to some TV.

Eventually the door to his room made a loud knocking sound, "Hey Adrian you in there?" it was Molly, he swung open to the door and opened it "Yeah?" he asked her as he opened it, "We just got a pizza, Nico told me to tell you." She said as she saw his webbings.

"Hey you got more webs." She said seeing it "Yeah, took me a while to remember the formula." He said as he dropped down next to her, he followed her out of the room towards the living room of their secret base. A few pizza boxes had been set out for them to eat, one was already empty and the other open with a slice missing. "Here you go Spidey, saved you a piece." Victor said handing Adrian a piece of pizza on a plate that was in the shape of a pizza no less with painted on toppings "We got thin crust, you know New York Style." He added as he sat down next to him. Chase wasn't the only one eating with them, "Wheres mister nice guy?" Adrian asked "Chase is eating in his room." Nico said "Don't take it personnel, Chase does it every night." Karolina added as they all carried their plates over to the Hostels main television.

"Anything good on?" Adrian asked them, "We can watch Rainbow stallions again." Molly offered as Nicos face fell "I'd rather watch Cannibal Holocaust." She said to herself as they sat down at the couch. Adrian made a hammock out of webs and sat in it, as they flipped through the Channels till they came to a news channel "Breaking news, I have just received word that a giant robot is attacking downtown Los Angeles, any civilians within the area should evacuate now." The new channel said "Guess we're cutting lunch short." Nico said as they saw the robot on TV destroying the city.

Nico stood up and called out "Chase!" half a second later, Chase ran in with a jacket wearing jeans and a red shirt "Way ahead of you Nico, I saw the news got the Frog up and ready."

"Lets go everyone, LA won't save itself." Nico said while Adrian looked at the TV, the robot was massive, and in the shape of a humanoid. Its face resembled that of a skull with one eye green the other blue, its legs had bi toed feet and hands with stubby thumbs. It was painted all black and was holding cars and throwing them around the area.

 **I feel like I've seen this robot before?**

He was snapped out of his deep thought when he heard Nico yell "Hey Parker, you coming or not?" she asked as they all boarded the Leapfrog. Adrian took one last look at the TV and said "Yeah… sure."

DOWN TOWN LA

The giant robot was crushing anything that stood in its path making people run and scream, LAPD did their best to stop it but were overwhelmed. All they could do was get people out of the way as the Leapfrog flew towards it "Wow this is the first time we fought a giant robot!" Molly yelled happily as they landed on a building "How is it that such wonders can exist on this planet, and your society still be so primitive." Xavin said turning into his original skrull form as they ran down the ramp. Adrian tailed from behind, "Does that giant pink monster count?" Karolina asked Xavin, "No, but ask Victor, perhaps you recognize it as a long lost relative." Xavin sneered at the latino "Screw you Xav." Victor hissed at him "Focus kids, we need to take this thing down." Nico said to them as they ran to the edge. The giant robot was walking around the city smashing its arms against building and stepping on cars.

 **Wait, why is it just walking around, shouldn't it be attacking, going after something.**

"Alright, I say we get it on its back. Xavin, Karolina distract it, Molly see if you can trip it up, new guy can you get Victor on its head, maybe he can short circuit it." All of the runaways got ready to ran into action.

 **Something isn't right?**

"Hey, hermano we doing this or what?" Victor asked as everyone looked at him "Yeah totally, but something doesn't seem right, I've seen giant robots and-" "No time to argue, we got to get down their now." Nico said leaping over the building and saying "Glide." She said as she flew down with Xavin and Karolina attacking the robot from the air flying toward it. Molly leapt onto Nicos back as the two floated to the ground "Wait we need to… is she always like this?" he asked Victor.

Victor rolled his sleeves up "No, shes really nice, I mean I have to say that since she's my girlfriend."

The boy looked up at the older teen "To much information." Adrian said as he grabbed Victor by the shirt "Hold on." He said as he shot a web next to a taller building and swung down to the robot as the two aliens attacked it.

Why can't I shake this feeling, something isn't right, I've seen this thing before… but where?

Adrian landed on the robots shoulder and let Victor run up to its neck, he shoved is hands against it and his eyes and hands lit up as he electrified it. "Hold on!" Adrian said as the whole robot shook from its constant moving. The robot looked over its shoulder literally to see the two boys, and when Adrian saw it had mismatched eyes a lightbulb exploded in his mind.

 **The eye, this is the doombot from Manhattan the one Iron Man and the Avengers took down… oh crap.**

He openedh is mouth and screamed "IT'S A TRA-" Adrians scream was cut off by a blure of gold and black wit ha hint of red smashing into the robot, "Dios mio-!" Victor yelled as Adrian grabbed him and leapt off the robot as it crashed to the ground. "Look out!" Nico screamed at Molly, she grabbed the little girl while back up above both Karolina and Xavin got out of the way "What!?" Xavin gasped as the robot fell. When the dust settled Molly lifted a large truck off her and Nico and was rejoined by the others, even Chase and Old Lace. "What the hell happened?" Chase asked as Adrian swung in with Victor holding onto his back "Listen to me, we have to get out of here it's a trap." Adrian yelled at the mas he sat down "Trap, what trap?" Nico asked.

"Oh I wouldn't say it's a trap.", suddenly All the young heroes looked to see standing on the wreckage was Ms. Marvel "More like the worst timeout you'll ever see."

NEW YORK CITY

AVENGERS MANSION

A YEAR AGO

 **First time I met Ms. Marvel, it was like when I first met a lot of heroes, with my dad.**

Spider-Man and Spider-Boy were swinging through the city before landing on the lawn of the Avengers famous Mansion. Located at 721 (or 890) Fifth Avenue in New York, this three-story townhouse was originally built in 1932 by industrialist Howard Stark as his Manhattan residence. It was eventually donated by Stark's son, founding Avenger Iron Man (Tony Stark), through the charitable Maria Stark Foundation. The mansion served as the longtime home of Earth's Mightiest Heroes, providing housing, training, and medical facilities for Avengers members as well as storing quinjets and other equipment.

"Alright, time to have some of Jarvis's famous cookies." Spider-Man said under his mask, as the two headed into the Mansion "Lucy I'm home!" Peter called out as Spider-Boy shot him a confused glare "What?' he asked.

"Man I feel old that you don't get that." Spider-Man and him walked in, to the Mansion, "Anyone home?" Spider-Man called out.

When no answer arrived to greet them, the two Spiders walked into the mansions living room, and other areas of the mansion. The mansion living room was large with a living room and two couches, it had a glass door on the side of the wall, which showed the Avengers pool "Guess no ones home?" Spider-Boy said under his map, when they heard something outside. "Hey I think I found something." He said heading over to the door, he opened it to peek outside and his jaw dropped. Emerging from the pool wearing a black and yellow bikini was a woman with golden blonde hair, light creamy skin, and blue eyes.

 **Whoa**

Suddenly, someone covered his eyes "Hey Carol." Spider-Man said behind Adrian covering his eyes "Oh Hey Spider-Man you two just get here?" she asked "Yeah, figured Jarvis would be in and we'd stop by for a snack." Peter replied to her.

"Tough timing, Jarvis is on vacation." She replied as Peter cocked his head under his mask "But Jarvis is a robot?" Spider-Man asked "Don't ask me, ask Tony." She said Adrian tried to remove his dads hands "Hey, I can't see." He barked as Spider-Man held them their

"That's the idea… uh Carol?" he asked looking at Ms. Marvel "What?" she asked when she looked down to see she what she was wearing "Oh, forgot he was your son for a second." She said grabbing towel "I'll go change… oh my god he's a parent." She said the last part under her breath so Peter wouldn't hear her.

 **I honestly will never forget that image, mainly as the thing that sent me into puberty, but also that I would later learn that Carol Danvers wasn't just Called Ms. Marvel for her looks, that she was one of the most powerful women on the planet**

LA PRESENT

The Runaways and Spider-Boy were surrounded by Cape Killers in an instant with Ms. Marvel in front of them "Figured Adrian would run into you kids." Ms. Marvel said on top of the robots remains "Was that a jab at our name?" Victor asked but he was elbowed by Nico for saying something "You kids have caused enough trouble out here." Ms. Marvel she said dropping off the robot she just defeated "You especially Adrian."

Adrian tensed up as she called him out in particular, "You want our newest member, you go through us." Nico said getting between Ms. Marvel and him, "That's the plan." Danvers said as all the Cape Killers raised their rifles at them, "What a shock adults turning their guns on kids." Chase snapped at them "No, not them, me." Marvel said as she flew toward Nico and grabbed the Staff of One right out of her hand tossing it a mile away. She through Nico right into the Cape Killers who grabbed her without a second thought "Nico!" Victor yelled rushing Carol with an electric balled up fist but Carol caught his arm and through him over her shoulder slamming him into the ground. "You big bully!" Molly screamed as she tried to tackle Ms. Marvel, she was able to push her back with her mutant strength but Ms. Marvel smashed the back of her forearm into Molly's neck knocking her out Karolina sreamed "Moll-" but she was shut up by Ms. Marvel grabbing both her and Xavin and pressing them into the ground "Don't try it kid, I've been an Avenger longer than you've been alive.". She wasn't speaking to Karolina, but to Chase who stood right behind her "Not me, her." Chase said as his pet raptor Ol Lace leapt over the Shield Agents and tired to attack Marvel. Danvers caught the dinosaur by the neck and kneed it in the gut before dropping it. "Restrain the jock." She said as the only one left standing was Adrian.

"Tony wanted me to give you one last chance Adrian, just stand down…"

 **Crap, I can't fight her, not with the others all out of commission, surrounded by forty Shield Cape Killers armed to the teeth….**

While Adrian tried to think of what to do, what he didn't notice was from over a hundred yards away, someone was looking down the sights of a sniper rifle aimed right at Danvers, with a red dot.

 **If I run they'll shoot, can I dodge them all… can I out run her, can I… is that a laser pointer-**

As the standoff between Adrian and Shield started to grow Carol spoke. "Theirs one more thing, your Aunt… Adrian she's-"

 **A sniper, no a way out!**

KCH-OOW

"ARH!" Ms. Marvel yelled as a sniper round went off hitting her right in the forehead like a baseball to the face. "Sniper!" the Cape Killers yelled, Adrian leapt into the air backflipping onto a street lamp "Tango is running, open fire." One of the Cape Killers yelled as he shot a web into the air and swung to the nearest building. He smashed through the window of it into an office space as Carol recovered "Hold your fire, hold your fire." She yelled as she looked at the Runaways, "Take these minors to the Hellicarrier, leave Spider-Boy to me." She said flying up into the air and chasing after him. Meanwhile Adrian was running through the office building at top speed, due to his spider power he was whizzing around the corners like an Olympic track star. Running of walls and across the ceiligns as Danvers flew in after him. He crashed out another window as Carol flew around the building. In the split second that Adrian shot a web out and Ms. Marvel seeing him-

KCH-OOW

Another round from the mysterious sniper hit Danvers right in the gut bouncing offer her bulletproof body but still packing a mean punch, "Oof-This is Danvers, find that shooter and take them out." She barked as flew after Adrian who started to swing away across Los Angelos.

 **I don't know who it is, but whoever they are they have a deathwish.**

Carol soared right after the boy but not toward him. She flew past him and grabbed is next web hooked onto a building "Listen here mister, I'm trying to be patient like Stark, so why don't you stop and listen." She said flying up scolding him like a school teacher "Make me." Adrian said like a brat, shooting one right at her face blinding her and shutting her up. He let go of the webs and started to fall. As he fell past the first building he stuck onto it with another web swinging around super fast before letting go and wall running as Ms. Marvel tore off his webbing, only to

KCH-OOW

KCH-OOW

KCH-OOW

KCH-OOW

Four more rounds of the shells smashed right into her, like high powered carbon punches to the face and body over and over again till "THAT'S IT YOU SON OF A BITCH!" Danvers yelled her whole body lighting up with burning energy.

KCH-OOW

She held her hand up and caught the snipers fifth shot and saw an open window not that far away, "Tango found." She said her eyes burning as she flew straight toward the building breaking the sound barrier in the process shattering many of the cities windows. She flew right into the building to see a nothing their but an abandoned apartment complex filled to the brim with C4. Her enraged energy ceased as she said "Oh sh-"

BOOOOM

The entire top floor of the apartment building the sniper had been in exploded making the whole block shake, Adrian caught a glimpse of it from behind a building. Suddenly a large shadow was cast over Los Angeles, Adrian looked up to see the SHIELD Hellicarreir hovering over the entire city and airships drop out of its hangers soaring over the city. "Attention Los Angeles, please do not be alarmed, in accordance with the Superhuman Registration Act we are to search for any unregistered super powered beings, please notify your nearest law enforcement agency." A loud speaker above the city.

Adrian sunk down into the alley, he saw Shield air ships fly over the city as he hid under the shadow of the alley. Suddenly he heard a telephone bring. His eyes locked onto the source of the noise. It was coming from a telephone booth in the middle of the alley. He looked around to see if anyone was in the alley.

 **I've seen enough movies to know what this is.**

The boy walked over to the phone booth and walked in. He took the phone off the hook and put his ear to the phone "Hello?" He asked

"If you want to get away from SHIELD, do exactly what I say?" the voice through the phone was deep and impossible to tell who it was, "Are you… were you the guy shooting Ms. Marvel?" Adrian asked "Smarter than you look boy." The voice said "So you ready to listen?" it added as Adrian looked up to see a large Shield airship with an escort of gunships. No doubt it was carrying the Runaways in it "I can't go yet, I have to help my friends." Adrian said into the phone.

"Than maybe we can help each other Spider-Boy." The voice said back to him "What?"

The boy checked around to see if anyone was listening "You want those minors out, I want something out of that Hellicarrier." The voice said to him.

 **I don't know if I can trust this guy, but I don't know if I have a choice.**

"Ok." Adrian replied.

The Phone seemed happy "Good, in the main data storage station aboard the carrier, you'll find a special adapter under this phone." Adrian looked down to see an adapter tapped to the bottom of the phone booth. The adapter had a screen on it and a plug attached to it, a small control pad was just below the screen. "How did you?" he started to ask "Don't loose focus kid." The voice said "If you want those kids free, hitch a ride on the nearest airship, attacked to the top of the spike, is an ear piece, stick that in your ear, and I'll walk you through it."

Adrian saw the ear piece attached to the spike "You trust me?" the voice asked "Do I have a choice?" Adrian asked the voice "No."

Far away from them, an airship and vans rolled up to the destroyed building as Ms. Marvel climbed out ot it covered in purble bruises. "This is beta squad, we got a ten four on Ms. M." one of the Shield Agents said as a medic ran up to her "I'm fine, I'm fine." She said as she dusted herself off "Whats our sitrep on the tango?" she asked in military lingo "Tango is gone, we have squads delta through omicron are surrounding zone twelve, after tangos last known sighted location." One of the Cape Killers said under their facemask.

Ms. Marvel nodded "I want non leathal rounds, tranquilzers, chalk, and rubber bullets only." She ordered, "And when you see him, you contact asap soldiers, he's mine."

As airships flew across the air, DMV drove across the concrete of the roads, while down bellow in the sewers Adrian was crawling on the sewer ceilings. "This is worse than New York." He coughed as he crawled through the filith and gunk "Try Moscows sewers." The voice said in his earpiece. Adrian gagged as he crawled past a pipe "So what do I call you?" Adrian asked him.

"Mysterious voice man?" Adrian asked.

"Call me Deep Throat." The voice said as Adrian stopped

 **You have got to be joking.**

His crawling ceased "… Really?" Adrian asked his mysterious benefactor. "Come again?' the voice asked "Deep Throat, from all the Presidents Men?" he asked as he stood on the ceiling upside down.

The voice hesitated to respond "I'm surprised you even know that movie?" the voice asked "Yeah, well their isn't much good TV on these days so I watch a lot of movies."

SHIELD HELLICARRIER

Far up above, the Runaways were being led out of a transport into the ships lower brig. Each of the Runaways was thrown into a different cell, "Let us out!" Molly yelled as she banged her shackles on the heavy glass wall not making a dent "You can't treat us like this, we're kids." Chase snapped as one of the guards smashed him in the gut "Your eighteen, grow up." The guard said tossing Chase in a cell as they took Old Lace away with her mouth, and whole body strapped down on a metal table. They dumped it into another cell next to Chase as Karolina and Xavin were thrown into cells adjacent from one another. Karolina was hit behind the head when she tried to make a break for it and Xavin turned into his skrull form "Cowards, fight me now!" the skrull howled as they through him into the cell. "Save it green boy." One of the guards added as Chase and Nico had the same treatment, "What about our rights gringo?" Victor snapped "We don't give rights to your kind." His jailer said as he locked the cell.

"Hey, watch it rac-" "I was taking about androids." The guard said leaving them in the cells as their shackles hit the floor. The Runaways started to smash against the glass walls and yell.

"Would you all shut up." Nico snapped as she sat down in her cell, "Just… just let me think." She said as she looked at her friends "What are we suppose to do, just wait and let them shove us off to jail?" Chase asked.

Nico got up and looked at him, "No, but it looks like until I come up with a plan we wait for Adrian." She said as Chase scoffed at her "That kid bolted the second he could." Chase growled as the Runaways looked at him "What would you do Chase, he was out numbered." Victor said next to him in his cell. "I agree with the an- with Victor, despite your bravery Chase the boy made a sound strategy to withdraw." Xavin said reverting to his human form. "Yeah but for all we know he's halfway to Mexico by now." Karolina said, "Remember who we are, we aren't fighters, we're runaways."

Down below standing on top of one of the buildings, Ms. Marvel was looking down at the city below she had her finger to her ear, "Yeah we got the Runaways, but Adrian slipped out of my hands, someone was helping him." She said to Tony Stark across the country, Iron Man was flying through the air hovering over some clouds "Do we know of any crack shots?" she asked him.

"Not since we lost Clint, could be the Punisher, but last we checked he doesn't shoot to bruise?" Stark said to her as she saw a group of Airships flying back to the Hellicarrier, "Understood, I hope I'm not here much longer." she said as she shook her head "Something wrong Carol?" he asked her.

"It's just, I beat up a bunch of kids, those Runaways" she said as she fidgeted "If only I could have explained it to them, try to show them what we're doing is right."

Tony hesitated "Than do it, those Runaways are as stubborn as Captain America, but almost every teen is; but if we just sit down and talk to them like grownups than they'll listen."

Ms. Marvel nodded "True, but I want to find Adrian first, I'd never forgive myself and I bet Peter wouldn't if some trigger happy Shield agent gets lucky."

She flew off into the sky while a SHIELD airship flew up above toward the Hellicarreir with an extra passenger. The ship arrived in the airships top and set down with a squad leaving the transport and another heading toward them. "How'd it go out there?" the new squad leader asked "This is such bull, we're running around this city looking for some god damn kid." The leader of the squad that was already done said. "Yeah well, at least we got those other kids, that eighteen year old is a real talker." The Cape Killers walked past one another. When the new squad was out the airship flew off but not before dropping off its last passenger. Adrian dropped off it just as it flew over the edge and fell down off the side shooting a web at the wall of the hellicarrier and started to crawl on the side of it hundreds of feet in the air.

 **Man I'm glad I'm not afraid of height.**

He made it toward the nearest vent and broke it open, climbing into it. "Alright, I'm in." Adrian said as he crawled through the cramped vent. He crawled over the metal going across another vent "Ahem?" the voice asked "I'm in Deep Throat." Adrian whispered in a groan as the voice called Deep Throat replied "Use code names Spider-Boy." Adrian rolled his eyes as he climbed around a corner looking down a vent to see Agents and Shield Personnel walking by "Lot of people onboard." Adrian said looking at the hallway before continuing on "Ignore them, just do as I say and you'll get your friends out."

Adrian made his way deeper into the flying fortress, "If you listened to me, then you just used the port side vent, if you head past two more sections you should find a four way system." The voice said as Adria ncrawled passed two more vent openings till he came to an intersection of the ships vents "Alright, I'm here."

"Take a right, you'll find a part of the vent that drops down, head down their until you reach the bottom." Deep throat said as he followed his orders and looked down the vent, he crawled down it his hair dropping down around his face."Where exactly am I going?" the wall crawler asked as he reached the bottom, Deep Throat replied "Data storage." The deep voice replied. He climbed over a vent "Is it a room with a lit up floor, and rows of black machines that all have lights and wires on the?" Adrian asked "Exactly."

Adrian opened the vent and slid down into the data room "Whatever you don't touch the floor." Deep Throat said who did the splits catching himself between the servers "It's pressure sensitive." The voice said to him "Good thing I can stick to walls." Adrian said as he climbed to the top of one of the servers "I figured that would come in hand." The voice commented on.

"Now here comes the important part, find a usb port and plug the adapter in, I'll do the rest." The voice said as Adrian crawled across the glass and opened one of the doors to the servers. He peeled it open and took the adapters plug and shoved it in the servers. The screen to the adapter lit up with the number thirty three on it, suddenly hundreds of lines of code appeared on the screen "What did I just do?" Adrian asked the voice as the adapter did its thing.

Deep Throat replied "Well, you just gave me access to ever data file SHIELD has, specifically secret identities of Superheroes, and all their info. Adrian saw the screen light up with images of pictures of Superheroes and both registered and not.

 **Oh no, what have I done.**

Than the strangest thing happened, the images and information started to disappear "What are you doing?" Adrian asked, "Cleaning house, I'm terminating all of SHIELDS data on the superhero community give Captain America and the rest of you guys a fighting chance." The voice said as the screen started to run out of names and pictures "Not to mention, giving you master control to the entire Hellicarrer, unplug it now I'm done." Deep Throat said to him.

Adrian looked at the screen, he pressed the control panels first button and the screen lit up showing a list of controls as he unplugged it. "So, Spider-Boy, you want to get your friends out, and hit Stark where it hurts."

Down below in the carriers brig all the runaways sat in their cells when all of a sudden the lights started to flash bright red and sirens screamed an alarm. "That's not good." Victor said as the sirens were followed by the cell doors all opening up "For them." Nico smiled as stepped out.

Back up above, Adrian was in the vents watching the passengers and crew running through the halls "How long till everyone gets off." Adrian asked Deep Throat who replied "Standard issue evac is ten minutes, this isn't the first Hellicarrier to go down, and it won't be the last." He said into Spider-Boys ear. "Smart move too, while everyones fake evacuating, they won't notice a few kids escaping too." Deep Throat said as Adrian looked at the screen "No, not fake, you said we could hit Stark were it hurt, I'm going to bring this monument to his ego down." Adrian said as he opened the vents and dropped down as he pressed a button on the adapter. One of the Shield hellicarriers engines instantly stopped working, and the whole ship shifted as it started to fall. Adrian started to run through the hallways dodging and leaping over the evacuating agents and workers. He ran around another corner seeing a robot flying across the hallway.

He looked around seeing where it came from to see the Runaways and their pet dinosaur Old Lace, also running through the halls "Guys!" he yelled out seeing them. They all looked over to see him "Adrian!" Molly yelled seeing him "Did you do this?" Nico asked as she had the Staff of One out and a bloody cloth around her wrist. "Uh sort of." He said pointing to his ear piece and the adapter, "Deep Throat, hey how do they get out of here?" he asked.

The voice replied "Follow this hallway, the fifth door on the left is a stair case that will lead you to the top, either gran an airship which I doubt any of you can fly, or ride this thing into the sea?"

Chase cocked is head "Deep Throat?" he asked hearing the name, "Don't ask." Adrian replied shaking his head "Nico, can you get everyone out of here?" he asked 'Fifth door on the left- but wait, your coming with us?" she asked him as Adrian shook his head "No, not yet."

Not too far away Ms. Marvel could see the carrier being emptied of ships like flies fleeing a dead carcass "What the hell is going on aboard?" she demanded "We got the evac order Captain Danvers, we are fifty percent evacuated." One of the Shield Agents who was already on an airship off the deck. "What, why?" she asked.

"Starboard side engine is not responding." They said as Ms. Marvel looked at the carrier "That's cause we've been hacked." She snapped flying toward the ship. As the runaways escaped to the top of the ship, Adrian broke into the Hellicarriers empty bridge "Whatever you plan to do Spider-Boy do it fast, I've seen enough Hellicarriers go down to know they don't stay in the air long when they do." Deep Throat said as Adrian ran to the controls and plugged in the adapter. "Yeah how many have you been the cause of?" the boy asked.

Deep Throat hesitated "… you'd be surprised." The voice said as Adrian saw a screen with a round green tinted blinking monitor that had a dot moving to the center fast.

"Is that?" he started to ask "All mighty thigh high heels herself." Deep Throat said as Ms. Marvel flew toward the ship, Adrian looked at the controls than at the adapter "How tough is she?" he asked suddenly.

The mysterious Deep Throat answered "On a scale of One to Ten, Six, she's practically indestructible."

"Can you control these guns?" He said as he looked at the adapter screen and saw 'weapons' on the screen, he manueverd too it entering into the master control and saw a list of guns all. He pressed every single one "Childs play" he asked as Deep Throat saw what he was doing from wherever he was "Good" he said Adrian saw a blinking image on the adapter screen that read 'Ready to Fire' "Than lets make it sting." Ms. Marvel saw all of the Hellicarriers guns turn on her from the main deck cannons to the belly turrets "Not again…."

The sky instantly lit up with shrapnel and anti-aircraft guns bombarding Ms. Marvel, she dodged in-between the, left and right up and down. While she dodged the missles, and bullets some found their marks and when one got lucky more were able to find their mark. People down below saw her get bombarded.

 **I may be going to far?**

Ms. Marvel released a massive wage of burning energy making rockets explode and bullets evaporate into dust. He held up both her hands and they ignited with energy and she opened on the carrier taking out guns and parts of the ship.

 **Or not far enough.**

Up on the deck, the Runaways saw the gunfire and shells falling on the deck all being fired at Ms. Marvel who flew right at the flying carrier. Suddenly one of its larger canyons blasted her with a direct hit sending her back a hundred yards. "Nico how we getting off this thing?" Chase asked as the Runaways saw the last qunjet fly away. "Everyone grab onto me." She said as another cannon exploded rounds at Ms. Marvel. The Runaways latched onto their leader as she said "Ground floor." All six of them, Old Lace included after Chase grabbed onto her tail. The Runaways were teleported down to the surface of Los Angeles and saw the battle up above.

"How long do you think we can keep this up?" Adrian asked the voice in his earpiece, "Well she just hit the starboard engine, so now were actually going down." he said as Adrian looked out the window they were above LA's bay.

He looked down below to see the island of Santa Catalina of the coast of the city. Only a small port and airstrip sat on the island, but besides that it was mostly empty.

 **I've had better ideas**

The young boy pressed a button shooting on the adapter making its last engines power on, "What are you doing?" the voice asked him, "My dad and I ask that question all the time." The boy replied as he saw Ms. Marvel bounce back from the bullets. She recovered and saw the SHIELD Hellicarrier flying straight toward her. "Are all Parkers this insane?" she said as the Hellicarrier continued to fire until the Hellicarrier smashed right into her as it plummeted straight to Santa Catalina. Everyone in LA, the Runaways included watched as the ship crashed straight into the island with Adrian onboard and Ms. Marvel with it in a firey explosion in the middle of the island.


	8. MIA

Adrian shot up off a bed, in a sweat looking around to see he was in a dimly lit room with a single light on above him. He had been on his chest, he was in another medical robe like he wore in Caps base as he looked up at the light, moths and flies buzzed around it a he got, he grunted looking down to see his lower stomach wrapped up. "Take it easy Parker, you broke a few bones on that landing." Adrian looked up to see someone sitting in the shadows. looked to see someone in the shadows, sitting their, they lit a cigarette or cigar with a match showing the mouth, nose and jawline of a man "Deep throat?" Adrian asked as he noticed he had extra patches on his back.

"Bingo." The stranger said, as Adrian rubbed is head it as it throbbed furiously "How long was I out?"

Deep Throat huffed on his cigar, "You really want to know?" he asked,

SANTA CATALINA ISLAND

As the Shield Hellicarrier crashed into the island ripping apart the earth and rock, the metal and fire of the ship surrounded everything it touched, as far away the Runaways watched and even more so news helicopter and Shield helmet huds broadcast this across the country and world.

STARK TOWERS

Back on the eastern seaboard, at the heart of the pro-Superhuman Registration Acts headquarters Iron Man, Yellowjacket, Mr. Fantastic, She-Hulk, Doc Samson, Sentry, Wasp and others were looking at monitor that showed the Hellicarrier crashing into the island "... Dear God." YellowJacket said seeing the ship explode on impact.

LATVERIA, EUROPE

Atop his throne, Doctor Doom was looking at various holographic screens showing him various angles of the same crash. Doom tapped his fingers on his throne before saying "Find show young man."

SOMEWHERE IN CANADA

Back in North America, north of the border, in a motel with white walls and a red ceiling with a few cars. A single light was on and inside was Jessica Jones holding her and Luke Cages baby, joining them appeared to be other members of Captain Americas resistances family, including Mary Jane who sat directly in front of the TV holding Jessica Jones Hand, in fear and silence.

X-MANSION  
SALEM NEW YORK

The X-Men sat around their living room with Emma Frost, Scott Summers, Kitty Pryde, Wolverine, etc. Wolverine was looking at the TV smoking his cigar and cocked is brow "Damn kid." He said as he watched another part of the Hellicarrier explode taking the back of the ship exploded

SHIELD BASE 33

Meanwhile, watching the same video was being witnessed by Captain Americas resistance with a few newer members including Adrian's father, as they watched Luke Cages eyes got wide "Remind me not to piss you off Peter, cause if that's what Adrian can do... I can't imagine what your capable of."

SANTA CALANTA ISLAND

Inside Hellicarrier, Adrian was running up the various floors and walls as the Hellicarrier as it exploded, he dove into a hallway that was turned on its side making Adrian land on its wall like a floor as fire shot up like a geiser. He saw the control next to him as he sat on the floor of the wall and hit it shutting it. "How do I get out of here?" Adrian asked Deep Throat.

"The hall your in, head straight, do not stop, their should be a window." Adrian looked up to see at the far end of the hallway turned on its side, as the metal and halls engulfed themselves in flames. "I see it." He said seeing the small light at the end of the smoke and fire "Run for it!" Deep Throat yelled into Adrians ear. The young spider ran on the wallsas if they were the floor leaping over the gaps of other halls and dodging any metal that came his way. An explosion nearly caught him if not for his spider sense. As he tried to shoot webs the fires melted them instantly

Webs don't work in fire, have to free run.

He swung off a wire and ran across a glass window as the fires started to lick at his heels, till he made it to the window and smashed into it. "It's fiber, four inches thick." Adrian looked back over his shoulder as Deep Throat spoke and saw a wave of fire heading straight for him. It exploded sending him out through the window with all the fire and metal with it.

Despite the explosion it was like a fire cracker compared to the giant carrier started to fall apart, the people of LA and the port of the island never even saw it. While dozens of Shield qunjets and airships flew straight toward the wreck, a single stealth ship in the shape of a frog flew with them "You sure this stealth tech will work around this many?" Karolina asked aboard the Leapfrog, as Chase flew it toward the island "It better, we aren't leaving Adrian behind, we just got him." Nico said as she held the rests of the arm chair "You- you think he's okay Chase?" Molly asked Chase as she looked out the window at all the qunjets and Shield airships.

"I don't know, Molly, I don't know just let me fly." He said back snapping at her as Victor noticed a red light blinking, "What the-" "Before you kids do anything listen to me." The voice of Deep Throat coming from the ships dashboard "What the hell." Chase said seeing and hearing they had someone speaking to them. Chase started to reach for the audio controls "Chase wait." Nico said as she grabbed is arm "Who is this?' Nico demanded "Doesn't matter, if you want to find the Parker Boy in all that, do exactly as I say." Deep Throat replied to her as Shield started to form a perimeter around the downed airship.

As they rushed in surrounding it a Cape Killer with a higher rank was speaking into a walkie talkie "I want disaster control here yesterday, and a medical jet here now for Danvers, and-" he was cut off by the sound of bending metal at the base of the wreck. All the agents raised their guns before the hellicarriers destroyed haul and Ms. Marvel raising it up before letting go and staggering out. Her bonlde hair was singed, her suit torn, body battered and bruised, before she collapsed "Medic!" the Agents yelled rushing toward her side. They picked up their fallen comrade and carried her away from the flames "Oh damn, that kid dropped this thing right on her."

"I'm more worried what Starks going to do to us." Another said as they put her on a stretcher and started to carry her away "You mean if we can't find the target?"

About a hundred feet from the, Adrian looked over a large boulder, his shirt had been burned off and his backs flesh had been burned from the flames.

He dropped down coughing as he started to hear footsteps.

 **Can't I ever catch a break.**

UNKOWN LOCATION

"That's the last thing I remember." Adrian said looking at Deep Throat who remained in the shadows, as he got out of the bed. "Yep, and you missed out on a lot." He said as he blew out smoke on his cigar, "What do you mean?" he asked his mysterious friend. "Well, if you really want to know?"

"I had the Runaways grab you and bring you here, if I know SHIELD and I do, they pegged the Hostels location probably." Deep Throat said in the darkness, "So where are we, where are they?" Adrian asked hom.

To which the cigar smoking man replied "Safe, their here until you wake up, but that isn't the half of it."

Deep Throat held up his cigar and Adrian could see the embers of the cigar showing a shaking head, "Little after Spider Senior left Stark, Kingpin hired an assassin, was meant to kill your father son, but instead well." Adrian was on the edge of the bed "Instead what?" Adrian asked "Got your Aunt, May Parker last I heard she was in a coma before Spider-Man and Caps resistance moved her." Adrian gapped as he shook his head "Oh god… this is all my fault." He said shaking his head.

"That happened four weeks ago." Adrian froze, "I've been in asleep for four weeks." Adrian gasped as he looked at Deep Throat, "No, I had you in a medical coma, your healing factor is like Spider-Mans, its slower than wolverines but given enough time your body heals faster than the average man, considering your back was covered in third degree burns, more than half your bones were broken or fractured not to mention a concusion that would give Professor X a headache." Deep Throat said to him, "And now?" Adrian asked. "Last X-rays show clean bill of health minus the scars, we've just been waiting for you to wake up." The man said in the shadows Adrian still unsure who or what he was.

 **God, why, why Aunt May she never hurt anyone.**

Silence filled the room "Now… are you ready for the worst part." Deep Throat sighed, "What could be worse than the sweetest woman in the world getting shot." Adrian said

"Try one of the greatest men." Adrian saw Deep Throat hold up a newspaper which was captioned 'The Death of a Dream' on the front cover it showed Captain America and under it in big bold letters it read 'DEAD'

 **No…. no not him too… please god not Cap**

Adrian looked at the paper, "You mean Iron Man killed him?" Adrian asked, the stranger shook his head "No, not even close."

"Stark was made director of SHIELD, he's already created super powered law enforcement teams across the country, but he didn't have the balls to kill Rogers." Deep Throat said as he put his cigar down in an ashtray on a table Adrian just now noticed. "Dad… my dad, what about the rest of my family?" Adrian asked, Deep throat seemed to hold up his hand with the cigar "Safe, my resources say he and rest of the resistance who haven't cut tail and left the country are hiding in Doctor Strange's Secret Sanctorium, your stepmom included."

 **At least their safe…. now it's time for the real question**

Adrian sat down on the bed tossing the paper to the side "So who are you, really?' Adrian asked, "You know me, you know my dad, and it seems like you know every other Superhero secret in the book." Adrian added as Deep Throat put his cigar out "From what I can tell your not for Stark or Cap, so who are you?" the shadow got up walking toward him, "I think you know who I really am." As out of the shadows came a tall muscular man with brown hair and grey side burns with an eyepatch over his left eye. He was wearing a dark blue skin tight suit with white gloves and boots. With a white harness and belt with pistols "Colonel Nick Fury at your service." He said smoking his cigar

NEW YORK

Iron Man was standing a on a cloud when reality he was flying just above one when it just so happened to by flying by. He looked down to see a bright red and gold SHIELD Hellicarrier of his own design being constructed in a stark own shipping yard. Qunjets flew across the clouds as he saw them the pilots gave a salute, despite seeing the city and country at peace, Iron Man shook his head like a king whose crown grew heavy. "Penny for your thoughts?" Tony looked over his shoulder to see Carol standing their completely unharmed as if what had happened five weeks ago never happened "I feel like I should ask for a million?" he said jokingly but Carol didn't smile or snicker seeing Tony wash hurting.

"This isn't what I wanted Carol, well it is." He said as he looked down at a billboard that showed images of both Carol and Tony that read 'Registration is Law' "I wanted Steve here with us, working with us, hell I'd let him run this whole thing if… if he were still here."

Carol flew up to him "You can't blame yourself for that Tony, Captain America chose his path just like us." She took her black gloved hand in his iron one "But… but we never found Adrians body, oh god Carol what if I killed him, what if we killed that boy, we pushed him to far, and-" "Tony." Carol snapped shaking him out of it. "I've been thinking about that the same way, every night, but their was no body, that means Adrian is still out there, and you know that." She said to him being his rock.

Iron Man looked down below at the city as she continued to reassure him "But for now, your our leader, every superhero under us is looking to you, so be our Iron Man, and until we know its better this way after all the trouble he caused, for Adrian to stay dead."

UNDISCLOSED LOCATION

Adrian was now sitting in a large metal meeting room of sorts, it had a long metal table, it had multiple screens and monitors on each side, Adrian was wearing a medical robe, he was peeling of various bandages and band aids as sitting in front of him in regular street clothes were all six of the Runaways and Nick Fury at the end of the table "So… everyone thinks I'm dead?"

"Missing." Fury corrected, "But yeah basically, from what one eye here has told us." Chase said leaning on the conference table pointing to Fury with his thumb "Shut it Chase." Nico said as she looked at him than Adrian, "To be honest, we weren't sure if you were going to wake up or not?" Nico said tapping her hands.

"Mr- I mean the Colonel over their helped me come up with about a dozen different words that all mean heal." The witch said as Karolina said "I really think you should start carrying a theasurs around." Nico ignored her as she continued "That being said, we've also been talking." Nico said looking at everyone.

"Colonel Fury was right about the grown-ups knowing about the Hostel." She said.

That's when Victor asked "We never established how?" he asked looking at Fury with a scowl who lit another cigar "Cause I knew about it in the first place." Fury said as he sucked on his new cigar "You what?" Chase asked angered "I've known about the Pride for years, you think an organization that big wouldn't go unnoticed, the only reason any of you are still here is cause I kept the spotlight off you." He said as he tapped the cigar on the table.

Chase looked like he was about to get out of his chair but he sat down as Fury glared at him with one eye and while Nico continued "As much fun as it's been staying at casa de Fury, we're going to head to New York, theirs someone our Parents use to know who can help us stay off the radar and we want you to come."

 **Why do I feel like theers a but coming on?**

"But…" Nico said suddenly.

 **Yep, always a big fat but.**

"Who we're meeting is not someone we think you'd like to meet." Victor said taking the attention of Nico, "So who is it?" Adrian asked wanting to get to the point "I think it be better if we talk about it a bit more Adrian, so you understand." Nico added "Oh for christs sake, its Kingpin." Chase said groaning at all the tip toeing around the subject "WHAT!" Adrian yelled standing up.

Nico shot Chase a glare that could kill "What, he was going to find out eventually." Chase barked as Adrian smashed is hand on the metal table cracking it getting all eyes on him "Do you know what he's done, to me, to my family!" he snapped at her "Of course we do, Fury told us everything." Nico said trying to calm him down. "Than you know I'm going to rip big fat head off the second I see him." Adrian growled at her "Is his head really that fat?" Molly asked Karolina who shushed her. "That's why we want to talk about it a bit more, not jump the gun okay." Nico said as Xavin finally spoke "I believe word will not reach him Nico, if what the Colonel has said is true, than such a bloodfued between this Kingpin and our Adrian is not possible." The skrull pointed out "That's why we want him to stay in the leapfrog when we go, Christ we all talked about this before he woke up." Nico said sitting back down angered at the argument. Sighing she looked over at Adrian who still looked angry "Runaway with us Adrian, we don't trust the Kingpin, but he's probably our best bet of hiding from the grown-ups."

"Doesn't have to be that way." Fury finally speaking up "I know you want blood Parker, I know that if he goes with you'll never get protection from Kingpin." Colonel Fury said blowing smoke toward Nico. "I can see it in your eyes." Fury said looking at Adrian "You'll kill him, your dad even broke into the prison he was in and I thought he would this time." Fury said getting up walking around the table toward Fury, "But Captain America didn't kill Stark and he could have, your dad didn't kill Kingpin."

Fury tossed his cigar away "But I've been watching you since you first got to New York, you don't run from a fight like these kids." He said looking at the Runaways and Adrian too. "So I'm offering you a chance to stop running and start fighting."

Adrian shook his head confused "What, why I'm just a kid?" Fury rolled his eye "You fought supervillains that would make combat hardened Agents pee their pants, you fought off one of the top ten most dangerous pyschopaths in the world, you looked the whole world in the eye and told them they were wrong, not to mention dropped a multimillion dollar aircraft on Tony Starks girlfriend; you got more brass than all of the Avengers put together."

"So how about it?" Fury asked.

Before he could answer Chase got up "Oh that's bull, your going to send a kid to do your dirty work, some hero you are?" Fury barely even looked at Chase who kept going "Your just another stupid adult trying to run the world man." Nico got up too "As much as I hate agreeing with Chase, he's right Adrian, this guys no different than Stark, just another grown up."

Adran looked at her after she said the last word, "You keep saying that like every grown up is evil." The boy asked

"Uh case in point, Ms. Marvel, Iron Man, and all the others who are in charge." Chase added "And what about my dad, what about Luke Cage, what about Captain America who fought against all the stuff you guys are complaining about?" Adrian asked them "Every grown up is guilt of something." Chase hissed "Word." Victor agreed in his seat. Finally Adrian shook his head, "You know… when I met you guys, I thought you guys wanted to help people, but now I see why they call you the Runaways." Adrian said to them all "Your just bunch stereotypical teenagers who got made at the world because it was mean to you, and you'll keep blaming all your problems on the adults who are in charge." He said the last bit sarcastically as Chase spat back "Man you don't know what you're talking about."

"Exactly!" Adrain almost yelled at Chase, "I'm done blaming people for my problems, I'm going to change them." He looked up at Nick Fury who was still waiting on an answer "I don't care what it is, but your right, I'm not a runaway and I'm never going to run away from another fight again, I'm yours." Adrian said as Fury put his hand on his shoulder "You'll find your frog in the hanger fueled and ready." Fury said as he and Adrian walked out of the room "Come on Parker, the Civil War may be over, now it's time for a cold one."

 _ **To be continued in Sensational Spider-Boy:**_

Please tell me your thoughts about this story,

what you liked or disliked, be honest about

what you want to see Adrian do during the

aftermath of the Civil War, The 50 State Initiative

One Day More, and maybe even Secret Invasion


End file.
